UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment
No. )
Filed by
the Registrant ¨
Filed by
a Party other than the Registrant x
Check the
appropriate box:
o Preliminary
Proxy Statement
¨ Confidential,
for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
¨ Definitive
Proxy Statement
¨ Definitive
Additional Materials
x Soliciting
Material Under Rule 14a-12
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CAVALIER
HOMES, INC.
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(Name
of Registrant as Specified in Its Charter)
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LEGACY
HOUSING, LTD.
GPLH,
LC
SHIPLEY
BROTHERS, LTD.
K-SHIPLEY,
LLC
D-SHIPLEY,
LLC
B-SHIPLEY,
LLC
FEDERAL
INVESTORS SERVICING, LTD
FEDERAL
INVESTORS MANAGEMENT, L.C.
KENNETH
E. SHIPLEY
CURTIS
D. HODGSON
DOUGLAS
M. SHIPLEY
BILLY
J. SHIPLEY
MICHAEL
R. O’CONNOR
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(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
x No
fee required.
¨ Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title
of each class of securities to which transaction applies:
(2) Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
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(4) Proposed
maximum aggregate value of transaction:
(5) Total
fee paid:
¨ Fee
paid previously with preliminary materials:
¨ Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
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The
participants named herein are filing materials contained in this Schedule 14A
with the Securities and Exchange Commission in connection with the solicitation
of proxies for the election of three nominees as directors at the 2009 annual
meeting of stockholders of Cavalier Homes, Inc.
Item
1: On March 12, 2009, the participants issued the following press
release:
STOCKHOLDER
GROUP NOMINATES THREE DIRECTORS
TO
THE CAVALIER HOMES BOARD
Demands
Stockholder List
FORT WORTH, TEXAS, March 12,
2009 – A group of concerned stockholders of Cavalier Homes, Inc.
(AMEX:CAV) announced today that it has demanded a list of stockholders from
Cavalier, in connection with the group’s nomination of three directors to the
Cavalier board of directors at the 2009 annual meeting of
stockholders. The nominees, Michael R. O’Connor, Kenneth E. Shipley
and Curtis D. Hodgson, together with their affiliates, beneficially own
approximately 9.5% of Cavalier’s common stock.
In
January 2009, the Cavalier stockholder group attempted to initiate a dialogue
with Cavalier on how best to maximize stockholder value. However,
despite being significant stockholders of Cavalier, the group received no direct
response. This prompted the Cavalier stockholder group to seek the
election of its nominees to the board at the 2009 annual meeting, in opposition
to three of Cavalier’s incumbent directors. The Cavalier stockholder
group questions whether Cavalier’s recent announcement to expand the board’s
size and appoint three new directors was in response to the group’s
nomination. “While we believe the board could benefit from new
qualified directors with industry experience, we unfortunately believe the
addition of these directors, with little or no experience in the manufactured
housing industry, was an attempt to further entrench the board and is a ‘smoke
screen’ to avoid addressing our concerns with Cavalier’s continued poor
performance,” said Kenneth Shipley, adding, “On the other hand, our nominees
collectively have over 100 years of experience in the manufactured housing
industry, including the fields of manufacturing, retail sales, wholesale sales,
park development, wholesale lending and retail lending.”
Cavalier
has been struggling financially. Fourth quarter sales in 2008 were down
48% (year-over-year) and profits from manufacturing have been
anemic. The Cavalier stockholder group believes Cavalier should
refocus its business on the significant profit opportunities in wholesale
lending and retail lending and is gravely concerned with Cavalier’s recent sale
of CIS Financial Services Inc. The Cavalier stockholder group further
believes that Cavalier’s recent retention of Avondale Partners to explore
“strategic alternatives” in this down market instills little confidence that the
present board has any viable plan for restoring Cavalier to
profitability.
With its
recent board expansion, Cavalier now has a total of eight
directors. The Cavalier stockholder group is seeking to replace three
incumbent directors whose terms of office expire at the annual
meeting. “We have assembled a slate of highly qualified director
nominees who have successfully managed mobile home businesses through good times
and bad times. We believe our nominees will bring a solid plan for
growth and profitability to the board,” stated Shipley.
The
Cavalier stockholder group’s director nominees are:
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Michael
R. O’Connor (Age 70). Mr. O’Connor is currently
retired. From 1992 to 2006, Mr. O’Connor worked as a field
manager for Clayton Mobile Homes, a national mobile and manufactured home
company, with responsibilities in New Mexico, Colorado, Arizona and Texas.
From 1986 to 1991, Mr. O’Connor headed an office for Security Pacific Bank
(prior to its acquisition by Bank of America) focusing on manufactured
home finance. From 1985 to 1986, Mr. O’Connor owned and
operated A Bar K, a retail manufactured home business in Buda,
Texas. From 1961 to 1984, Mr. O’Connor was employed by GE
Capital and carried out various responsibilities relating to the
manufactured home business and
finance.
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Kenneth
E. Shipley (Age 50). Mr. Shipley co-founded Legacy Housing,
LTD., a company that primarily engages in the business of mobile home
financing, manufacturing and consignment, in May 2005. Mr.
Shipley has served as (i) manager, president and assistant secretary of
GPLH, LC, the general partner of Legacy, since May 2005; (ii) manager and
president of K-Shipley, LLC, the general partner of Shipley Brothers,
LTD., which is a member and manager of GPLH, since March 2001; (iii)
manager of Federal Investors Management, L.C., which is the general
partner of Federal Investors Servicing, LTD, a company that primarily
engages in the business of mobile home financing, since 1990; and (iv)
owner and operator of Bell Mobile Homes, a wholesaler and retailer of
manufactured homes in Levelland, Texas, since 1981. Mr. Shipley
owns several manufactured home parks and has an extensive portfolio of
“in-house financed notes” secured by manufactured
homes.
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Curtis
D. Hodgson (Age 54). Mr. Hodgson co-founded Legacy in May 2005.
Mr. Hodgson has served as: (i) manager, vice president and secretary of
GPLH since May 2005; and (ii) the sole stockholder and president of
Cusach, Inc, a wholesaler and retailer of manufactured homes, since 1980.
Mr. Hodgson has owned and operated numerous businesses, including
businesses with financial and real estate holdings, has owned and operated
several manufactured home retail operations and manufactured home parks
and has an extensive portfolio of “in-house financed notes” secured by
manufactured homes.
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CERTAIN
INFORMATION CONCERNING PARTICIPANTS
The
participants named below (the “Cavalier Stockholder Group”) intend to make a
preliminary filing with the Securities and Exchange Commission (“SEC”) of a
proxy statement and an accompanying proxy card to be used to solicit votes for
the election of its slate of nominees at the 2009 Annual Meeting of Stockholders
of Cavalier Homes, Inc. (the “Company”).
THE
CAVALIER STOCKHOLDER GROUP STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO
READ THE PRELIMINARY PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS
WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN
ADDITION, THE PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF THE
PROXY MATERIALS WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE
DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR, OKAPI PARTNERS LLC, AT ITS TOLL
FREE NUMBER: (877) 259-6290.
The
participants in the proxy solicitation are Legacy Housing, LTD. (“Legacy”),
GPLH, LC (“GPLH”), Shipley Brothers, LTD. (“Shipley Brothers”), K-Shipley, LLC
(“K-Shipley”), D-Shipley, LLC (“D-Shipley”), B-Shipley, LLC (“B-Shipley”),
Federal Investors Servicing, LTD (“Federal Investors”), Federal Investors
Management, L.C. (“Federal Management”), Kenneth E. Shipley, Curtis D. Hodgson,
Douglas M. Shipley, Billy J. Shipley and Michael R. O’Connor (collectively, the
“Group”). Legacy owns 155,000 shares of common stock of the Company
(the “Shares”). GPLH is the general partner of Legacy. By
virtue of this relationship, GPLH may also be deemed to beneficially own the
155,000 Shares owned by Legacy. Shipley Brothers is a member and
manager of GPLH. Shipley Brothers owns 637,932 Shares. By
virtue of its relationship with GPLH, Shipley Brothers may also be deemed to
beneficially own the 155,000 Shares owned by Legacy. K-Shipley,
D-Shipley and B-Shipley are the general partners of Shipley
Brothers. By virtue of these relationships, K-Shipley, D-Shipley and
B-Shipley may each be deemed to beneficially own the 637,932 Shares owned by
Shipley Brothers and the 155,000 Shares owned by Legacy. Federal
Investors owns 133,000 Shares. Federal Management is the general
partner of Federal Investors. By virtue of this relationship, Federal
Management may be deemed to beneficially own the 133,000 Shares owned by Federal
Investors. Kenneth Shipley is manager, president and assistant
secretary of GPLH, the sole member, manager and president of K-Shipley and a
member and manager of Federal Management. By virtue of his
relationship with GPLH and K-Shipley, Kenneth Shipley may be deemed to
beneficially own the 155,000 Shares owned by Legacy and the 637,932 Shares owned
by Shipley Brothers. By virtue of his relationship with Federal
Management, Kenneth Shipley may also be deemed to beneficially own the 133,000
Shares owned by Federal Investors. Douglas Shipley is the sole
member, manager and president of D-Shipley, the secretary of Federal Management
and is employed by Shipley Brothers as an installer of manufactured
homes. By virtue of his relationship with D-Shipley, Douglas Shipley
may be deemed to beneficially own the 155,000 Shares owned by Legacy and the
637,932 Shares owned by Shipley Brothers. By virtue of his
relationship with Federal Management, Douglas Shipley may also be deemed to
beneficially own the 133,000 Shares owned by Federal Investors. Billy
Shipley is the sole member, manager and president of B-Shipley, the vice
president of Federal Management and is employed by Shipley Brothers as an
installer of manufactured homes. By virtue of his relationship with
B-Shipley, Billy Shipley may be deemed to beneficially own the 155,000 Shares
owned by Legacy and the 637,932 Shares owned by Shipley
Brothers. By virtue of his relationship with Federal
Management, Billy Shipley may also be deemed to beneficially own the 133,000
Shares owned by Federal Investors. Curtis Hodgson is a member, manager and the
vice president and secretary of GPLH. Curtis Hodgson owns 765,000
Shares. By virtue of his relationship with GPLH, Mr. Hodgson may also
be deemed to beneficially own the 155,000 Shares owned by
Legacy. Michael O’Connor owns 300 Shares. Each member of
the Group, as members of a “group” for the purposes of Rule 13d-5(b)(1) of the
Securities Exchange Act of 1934, as amended, may be deemed to beneficially own
the Shares owned in the aggregate by the other members of the
Group. Each member of the Group disclaims beneficial ownership of the
Shares he/it does not directly own.
Contact:
Curtis D.
Hodgson
(972)
661-1821