UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No. 3)1
Cavalier Homes,
Inc.
(Name of
Issuer)
Common Stock, $0.10 par
value per
share
(Title of
Class of Securities)
149507105
(CUSIP
Number)
STEVEN
WOLOSKY, ESQ.
OLSHAN
GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park
Avenue Tower
65
East 55th Street
New
York, New York 10022
(212)
451-2300
Authorized
to Receive Notices and Communications)
May 13,
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 ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
_______________
1
The remainder of this cover page shall be filled out for a reporting person’s
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).
CUSIP
NO. 149507105
|
1
|
NAME
OF REPORTING PERSON
LEGACY
HOUSING, LTD.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
155,000
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
155,000
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,0001
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
1 See
Item 5.
2
CUSIP
NO. 149507105
|
1
|
NAME
OF REPORTING PERSON
GPLH,
LC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
155,000
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
155,000
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,0001
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
1 See
Item 5.
3
CUSIP
NO. 149507105
|
1
|
NAME
OF REPORTING PERSON
SHIPLEY
BROTHERS, LTD.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC,
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
629,500
|
|
|
8
|
SHARED
VOTING POWER
155,000
|
||
|
9
|
SOLE
DISPOSITIVE POWER
629,500
|
||
|
10
|
SHARED
DISPOSITIVE POWER
155,000
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
784,5001
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
1 See
Item 5.
4
CUSIP
NO. 149507105
|
1
|
NAME
OF REPORTING PERSON
K-SHIPLEY,
LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
784,500
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
784,500
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
784,5001
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
1 See
Item 5.
5
CUSIP
NO. 149507105
|
1
|
NAME
OF REPORTING PERSON
D-SHIPLEY,
LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
784,500
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
784,500
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
784,5001
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
1 See
Item 5.
6
CUSIP
NO. 149507105
|
1
|
NAME
OF REPORTING PERSON
B-SHIPLEY,
LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
784,500
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
784,500
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
784,5001
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
1 See
Item 5.
7
CUSIP
NO. 149507105
|
1
|
NAME
OF REPORTING PERSON
FEDERAL
INVESTORS SERVICING, LTD
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
137,200
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
137,200
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
137,2001
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
1 See
Item 5.
8
CUSIP
NO. 149507105
|
1
|
NAME
OF REPORTING PERSON
FEDERAL
INVESTORS MANAGEMENT, L.C.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
137,200
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
137,200
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
137,2001
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
1 See
Item 5.
9
CUSIP
NO. 149507105
|
1
|
NAME
OF REPORTING PERSON
KENNETH
E. SHIPLEY
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
921,700
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
921,700
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
921,7001
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
1 See
Item 5.
10
CUSIP
NO. 149507105
|
1
|
NAME
OF REPORTING PERSON
CURTIS
D. HODGSON
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
PF,
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
669,600
|
|
|
8
|
SHARED
VOTING POWER
155,000
|
||
|
9
|
SOLE
DISPOSITIVE POWER
669,600
|
||
|
10
|
SHARED
DISPOSITIVE POWER
155,000
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
824,6001
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
1 See
Item 5.
11
CUSIP
NO. 149507105
|
1
|
NAME
OF REPORTING PERSON
DOUGLAS
M. SHIPLEY
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
784,500
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
784,500
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
784,5001
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
1 See
Item 5.
12
CUSIP
NO. 149507105
|
1
|
NAME
OF REPORTING PERSON
BILLY
G. SHIPLEY
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
784,500
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
784,500
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
784,5001
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
1 See
Item 5.
13
CUSIP
NO. 149507105
The
following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D
filed by the undersigned. This Amendment No. 3 amends the Schedule
13D as specifically set forth.
|
Item
2.
|
Identity and
Background.
|
Item 2 is
hereby amended to add the following:
In
connection with the Settlement Agreement described and defined in Item 4, Curtis
D. Hodgson withdrew his nomination of Michael R. O’Connor for
election as directors of the Issuer at the 2009 Meeting. As a result,
Mr. O’Connor terminated his obligation to act in concert with the other
Reporting Persons with respect to the Issuer effective May 13,
2009. Accordingly, Mr. O’Connor is no longer a member of the Section
13(d) group and will cease to be a Reporting Person immediately after the filing
of this statement. The remaining Reporting Persons will continue
filing as a group statements on Schedule 13D with respect to their beneficial
ownership of securities of the Issuer, to the extent required by applicable
law.
|
Item
3.
|
Source and Amount of
Funds or Other
Consideration.
|
The Reporting Persons, in the
aggregate, have invested $2,444,794.03 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.
|
Item
4.
|
Purpose of
Transaction.
|
Item 4 is
hereby amended to add the following:
On May
13, 2009, the Issuer and the members of the Cavalier Homes Committee for Change
(the “Committee”) including, Legacy, GPLH, Shipley LTD, K-Shipley, D-Shipley,
B-Shipley, Federal Servicing, Federal Management, Kenneth E. Shipley, Curtis D.
Hodgson, Douglas M. Shipley, Billy G. Shipley and Michael R. O’Connor entered
into an agreement (the “Settlement Agreement”) to settle the proxy contest
pertaining to the election of directors to the Board at the 2009
Meeting.
Pursuant
to the terms of the Settlement Agreement, the parties agreed to, effective May
13, 2009, among other things, the following:
· The
Issuer has agreed to (i) increase the number of seats on its Board from eight to
ten, (ii) appoint Curtis D. Hodgson and Kenneth E. Shipley (the “New Directors”)
to serve as directors of the Issuer for a term to end no earlier than the 2009
Meeting, and (iii) nominate the New Directors, along with the current members of
the Issuer’s Board, for election as directors of the Issuer for terms expiring
at the Issuer’s 2010 Annual Meeting of Stockholders (the “2010 Meeting”) or
until their successors are duly elected and qualified;
· The
Issuer has agreed that its Board will recommend that the Issuer’s stockholders
vote in favor of and solicit proxies for the New Directors at the 2009
Meeting;
· The
Issuer has agreed not to increase the size of the Board to more than ten
directors at any time before the 2010 Meeting unless approved by a majority of
independent directors and at least one of the New Directors;
14
CUSIP
NO. 149507105
· Until
the second anniversary of the Settlement Agreement, if any director who is not a
New Director retires from the Board as a result of such director having reached
his seventieth birthday, any vacancy on the Board created by such retirement
shall not be filled;
· In
the event that any New Director leaves the Board prior to the 2010 Meeting, the
Committee shall be entitled to recommend to the Board replacement director(s),
and the Board shall not unreasonably withhold acceptance of any such replacement
director(s);
· The
members of the Committee will end their efforts to elect Michael R. O'Connor to
the Board and have agreed to immediately cease all efforts related to their own
proxy solicitation;
· The
Issuer has agreed to reimburse the members of the Committee for its actual
out-of-pocket expenditures relating to the proxy contest, up to a maximum
reimbursable amount of $200,000; and
· Both
the Issuer and the members of the Committee have agreed to a mutual release of
claims in connection with the proxy contest.
The
foregoing description of the Settlement Agreement is not complete and is
qualified in its entirety by reference to its full text. A copy of
the Settlement Agreement is filed as Exhibit 99.1 hereto and is incorporated
herein by reference. Pursuant to the terms of the Settlement
Agreement, a press release was issued on May 14, 2009 (the “Press Release”),
announcing the execution of the Settlement Agreement. A copy of the
Press Release is filed as Exhibit 99.2 hereto.
|
Item
5.
|
Interest in Securities
of the Issuer.
|
Item 5 is
hereby amended and restated to read as follows:
The
aggregate percentage of shares of Common Stock reported owned by each person
named herein is based upon 17,598,380 shares of Common Stock outstanding, as of
April 23, 2009, which is the total number of shares of Common Stock outstanding
as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the
Securities and Exchange Commission on April 24, 2009.
(a,
b) As of the
date hereof, Legacy beneficially owns 155,000 shares of Common Stock,
constituting approximately 0.9% of the Issuer’s outstanding shares of Common
Stock.
|
|
Legacy
has the sole power to vote and dispose of the 155,000 shares of Common
Stock it holds.
|
|
|
In
addition, Legacy, as a member of a “group” with the other Reporting
Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), may be deemed to be the
beneficial owner of the shares of Common Stock beneficially owned in the
aggregate by the other members of the group reported
herein. Legacy specifically disclaims beneficial ownership of
such shares of Common Stock, except to the extent of its pecuniary
interest therein.
|
(a,
b) As of the
date hereof, Shipley LTD beneficially owns 629,500 shares of Common
Stock. As the manager of GPLH, Shipley LTD may also be deemed to
beneficially own the 155,000 shares of Common Stock held by Legacy, constituting
(together with the shares of Common Stock owned directly by Shipley LTD) an
aggregate of 784,500 shares of Common Stock or approximately 4.5% of the
Issuer’s outstanding shares of Common Stock.
15
CUSIP
NO. 149507105
|
|
Shipley
LTD has the sole power to vote and dispose of the 629,500 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.
|
|
|
In
addition, Shipley LTD, as a member of a “group” with the other Reporting
Persons for the purposes of Section 13(d)(3) of the Exchange Act, may be
deemed to be the beneficial owner of the shares of Common Stock
beneficially owned in the aggregate by the other members of the group
reported herein. Shipley LTD specifically disclaims beneficial
ownership of such shares of Common Stock, except to the extent of its
pecuniary interest therein.
|
(a,
b) As of the
date hereof, Federal Servicing beneficially owns 137,200 shares of Common Stock,
constituting approximately 0.8% of the Issuer’s outstanding shares of Common
Stock.
|
|
Federal
Servicing has the sole power to vote and dispose of the 137,200 shares of
Common Stock it holds.
|
|
|
In
addition, Federal Servicing, as a member of a “group” with the other
Reporting Persons for the purposes of Section 13(d)(3) of the Securities
Exchange, may be deemed to be the beneficial owner of the shares of Common
Stock beneficially owned in the aggregate by the other members of the
group reported herein. Federal Servicing specifically disclaims
beneficial ownership of such shares of Common Stock, except to the extent
of its pecuniary interest therein.
|
(a,
b) As of the
date hereof, Curtis D. Hodgson beneficially owns 669,600 shares of Common
Stock. As a manager of GPLH, Curtis D. Hodgson may also be deemed to
beneficially own the 155,000 shares of Common Stock held by Legacy, constituting
(together with the shares of Common Stock owned directly by Curtis D. Hodgson)
an aggregate of 824,600 shares of Common Stock or approximately 4.7% of the
Issuer’s outstanding shares of Common Stock.
|
|
Curtis
D. Hodgson has the sole power to vote and dispose of the 669,600 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.
|
|
|
In
addition, Curtis D. Hodgson, as a member of a “group” with the other
Reporting Persons for the purposes of Section 13(d)(3) of the Exchange
Act, may be deemed to be the beneficial owner of the shares of Common
Stock beneficially owned in the aggregate by the other members of the
group reported herein. Curtis D. Hodgson specifically disclaims
beneficial ownership of such shares of Common Stock, except to the extent
of his pecuniary interest therein.
|
(a,
b) As of the
date hereof, GPLH, as the general partner of Legacy, may be deemed to
beneficially own the 155,000 shares of Common Stock held by Legacy, constituting
approximately 0.9% of the Issuer’s outstanding shares of Common
Stock.
|
|
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.
|
|
|
In
addition, GPLH, as a member of a “group” with the other Reporting Persons
for the purposes of Section 13(d)(3) of the Exchange Act, may be deemed to
be the beneficial owner of the shares of Common Stock beneficially owned
in the aggregate by the other members of the group reported
herein. GPLH specifically disclaims beneficial ownership of
such Shares, except to the extent of its pecuniary interest
therein.
|
16
CUSIP
NO. 149507105
(a,
b) As of the
date hereof, K-Shipley, D-Shipley and B-Shipley, as the general partners of
Shipley LTD, may each be deemed to beneficially own the 629,500 Shares of Common
Stock held by Shipley LTD and the 155,000 shares of Common Stock held by Legacy,
constituting an aggregate of 784,500 shares of Common Stock or approximately
4.5% of the Issuer’s outstanding shares of Common Stock.
|
|
K-Shipley,
D-Shipley and B-Shipley, as the general partners of Shipley LTD, have the
shared power to vote and dispose of the 629,500 shares of Common Stock
held by Shipley LTD and the 155,000 shares of Common Stock held by
Legacy.
|
|
|
In
addition, each of K-Shipley, D-Shipley and B-Shipley, as a member of a
“group” with the other Reporting Persons for the purposes of Section
13(d)(3) of the Exchange Act, may be deemed to be the beneficial owner of
the shares of Common Stock beneficially owned in the aggregate by the
other members of the group reported herein. Each of K-Shipley,
D-Shipley and B-Shipley specifically disclaims beneficial ownership of
such shares of Common Stock, except to the extent of its pecuniary
interest therein.
|
(a,
b) As of the
date hereof, Federal Management, as the general partner of Federal Servicing,
may be deemed to beneficially own the 137,200 shares of Common Stock held by
Federal Servicing, constituting approximately 0.8% of the Issuer’s outstanding
shares of Common Stock.
|
|
Federal
Management, as the general partner of Federal Servicing, has the shared
power to vote and dispose of the 137,200 shares of Common Stock held by
Federal Servicing.
|
|
|
In
addition, Federal Management, as a member of a “group” with the other
Reporting Persons for the purposes of Section 13(d)(3) of the Exchange
Act, may be deemed to be the beneficial owner of the shares of Common
Stock beneficially owned in the aggregate by the other members of the
group reported herein. Federal Management specifically
disclaims beneficial ownership of such shares of Common Stock, except to
the extent of its pecuniary interest
therein.
|
(a,
b) As of the
date hereof, Kenneth E. Shipley, as the manager of Federal Management, manager
of GPLH and sole member and manager of K-Shipley, may be deemed to beneficially
own the 155,000, 629,500 and 137,200 shares of Common Stock held by Legacy,
Shipley LTD and Federal Servicing, respectively, constituting an aggregate of
921,700 shares of Common Stock or approximately 5.2% of the Issuer’s outstanding
shares of Common Stock.
|
|
Kenneth
E. Shipley, as the manager of Federal Management, manager of GPLH and sole
member and manager of K-Shipley, has the shared power to vote and dispose
of the 921,700 shares of Common Stock held by Legacy, Shipley LTD and
Federal Servicing.
|
|
|
In
addition, Kenneth E. Shipley, as a member of a “group” with the other
Reporting Persons for the purposes of Section 13(d)(3) of the Exchange
Act, may be deemed to be the beneficial owner of the shares of Common
Stock beneficially owned in the aggregate by the other members of the
group reported herein. Kenneth E. Shipley specifically
disclaims beneficial ownership of such shares of Common Stock, except to
the extent of his pecuniary interest
therein.
|
17
CUSIP
NO. 149507105
(a,
b) As of the
date hereof, Douglas M. Shipley, as the sole member and manager of D-Shipley,
may be deemed to beneficially own the 155,000 and 629,500 shares of Common Stock
held by Legacy and Shipley LTD, respectively, constituting an aggregate of
784,500 shares of Common Stock or approximately 4.5% of the Issuer’s outstanding
shares of Common Stock.
|
|
Douglas
M. Shipley, as the sole member and manager of D-Shipley, has the shared
power to vote and dispose of the 784,500 shares of Common Stock held by
Shipley LTD and Legacy.
|
|
|
In
addition, Douglas M. Shipley, as a member of a “group” with the other
Reporting Persons for the purposes of Section 13(d)(3) of the Exchange
Act, may be deemed to be the beneficial owner of the shares of Common
Stock beneficially owned in the aggregate by the other members of the
group reported herein. Douglas M. Shipley specifically
disclaims beneficial ownership of such shares of Common Stock, except to
the extent of his pecuniary interest
therein.
|
(a,
b) As of the
date hereof, Billy G. Shipley, as the sole member and manager of B-Shipley, may
be deemed to beneficially own the 155,000 and 629,500 shares of Common Stock
held by Legacy and Shipley LTD, respectively, constituting an aggregate of
784,500 shares of Common Stock or approximately 4.5% of the Issuer’s outstanding
shares of Common Stock.
|
|
Billy
G. Shipley, as the sole member and manager of B-Shipley, has the shared
power to vote and dispose of the 784,500 shares of Common Stock held by
Shipley LTD and Legacy.
|
|
|
In
addition, Billy G. Shipley, as a member of a “group” with the other
Reporting Persons for the purposes of Section 13(d)(3) of the Exchange
Act, may be deemed to be the beneficial owner of the shares of Common
Stock beneficially owned in the aggregate by the other members of the
group reported herein. Billy G. Shipley specifically disclaims
beneficial ownership of such shares of Common Stock, except to the extent
of his pecuniary interest therein.
|
(c) Schedule
A annexed hereto lists all transactions in the Shares by the Reporting Persons
since the filing of Amendment No. 2. All of such transactions were effected in
the open market.
(d) No person
other than the Reporting Persons is known to have the right to receive, or the
power to direct the receipt of dividends from, or proceeds from the sale of, the
Shares.
(e) Not
applicable.
18
CUSIP
NO. 149507105
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
Item 6 is
hereby amended to add the following:
On May
13, 2009, the Issuer and the members of the Committee entered into the
Settlement Agreement as discussed in further detail in Item 4.
|
Item
7.
|
Material to be Filed
as Exhibits.
|
Item 7 is
hereby amended to include the following exhibits:
|
Exhibit
99.1
|
Settlement
Agreement, dated as of May 13, 2009, by and between Cavalier Homes, Inc.
and the members of the Cavalier Homes Committee for Change including,
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 G. Shipley and Michael R. O’Connor.
|
|
|
Exhibit
99.2
|
Press
release dated May 14,
2009.
|
19
CUSIP
NO. 149507105
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated:
May 14, 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 G. Shipley
|
||
|
Name:
|
Billy
G. Shipley
|
||
|
Title:
|
President
|
||
20
CUSIP
NO. 149507105
|
FEDERAL
INVESTORS SERVICING, LTD.
|
|||
|
By:
|
Federal
Investors Management, L.C., its general partner
|
||
|
By:
|
/s/
Kenneth E. Shipley
|
||
|
Name:
|
Kenneth
E. Shipley
|
||
|
Title:
|
Manager
|
||
|
FEDERAL
INVESTORS MANAGEMENT, L.C.
|
|||
|
By:
|
/s/
Kenneth E. Shipley
|
||
|
Name:
|
Kenneth
E. Shipley
|
||
|
Title:
|
Manager
|
||
|
/s/
Kenneth E. Shipley
|
|
|
KENNETH
E. SHIPLEY
|
|
/s/
Curtis D. Hodgson
|
|
|
CURTIS
D. HODGSON
|
|
/s/
Douglas M. Shipley
|
|
|
DOUGLAS
M. SHIPLEY
|
|
/s/
Billy G. Shipley
|
|
|
BILLY
G. SHIPLEY
|
21
CUSIP
NO. 149507105
SCHEDULE
A
Transactions in the Shares
Since the Filing of Amendment No. 2
|
Shares of Common Stock
Purchased/(Sold)
|
Price Per Share
($)
|
Date of
Purchase
|
Curtis D.
Hodgson
|
(3,000)
|
1.5727
|
04/20/2009
|
|
|
(3,500)
|
1.5923
|
04/21/2009
|
|
|
(1,500)
|
1.6075
|
04/22/2009
|
|
|
(1,500)
|
1.6055
|
04/24/2009
|
|
|
(500)
|
1.6200
|
04/27/2009
|
|
|
(5,300)
|
2.0034
|
05/01/2009
|
|
|
(29,700)
|
1.7306
|
05/04/2009
|
|
|
(39,000)
|
1.6703
|
05/05/2009
|
|
|
(10,400)
|
1.7004
|
05/06/2009
|
Shipley Brothers,
LTD.
|
(7,592)
|
2.0726
|
05/01/2009
|
|
|
(300)
|
1.6900
|
05/07/2009
|
Federal Investors Servicing,
LTD
|
4,200
|
1.4200
|
03/23/2009
|
22
Exhibit
99.1
SETTLEMENT
AGREEMENT
This
Settlement Agreement, dated as of May 13, 2009 (the “Agreement”), is by
and among Cavalier Homes, Inc. (the “Company”), and the
members of the Cavalier Homes Committee for Change (the “Committee”)
including, 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 G. Shipley and Michael R. O’Connor (each, a “Committee Member,”
and collectively, the “Committee
Members”).
WHEREAS,
the Committee Members beneficially own (as defined below), in the aggregate,
shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”) as set
forth on Schedule A to this Agreement (the “Shares”);
WHEREAS,
prior to the date hereof Curtis D. Hodgson delivered a letter (the “Nomination Notice
Letter”) to the Company, dated as of January 21, 2009, formally
indicating his intention to nominate (the “Nomination”) three
individuals for election to the Board of Directors of the Company (the “Board”) by the
holders of the Common Stock (the “Stockholders”) at the
2009 Annual Meeting of Stockholders (the “2009 Annual
Meeting”);
WHEREAS,
the Company and the Committee Members have determined that it is in their mutual
best interests and in the best interests of the Company’s Stockholders to enter
into this Agreement, whereby, among other things, the Company will appoint
Curtis D. Hodgson and Kenneth E. Shipley (the “New Directors”) to
the Board and the Committee will abandon its nomination of directors, all as
more fully provided herein;
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
ARTICLE
I
DEFINITIONS
Section
1.1 Defined Terms. For
purposes of this Agreement:
(a) “Affiliate” has the
meaning set forth in Rule 12b-2 promulgated by the SEC under the Securities
Exchange Act of 1934, as amended (the “Exchange
Act”).
(b) “Associate” has the
meaning set forth in Rule 12b-2 promulgated by the SEC under the Exchange
Act.
(c) The
terms “beneficial
owner” and “beneficially owns”
have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under
the Exchange Act.
(d) “Bylaws” means the
Company’s Amended and Restated By-laws, as amended.
1
(e) “Charter” means the
Company’s Amended and Restated Certificate of Incorporation, as
amended.
(f) “Confidential
Information” means any non-public information that is confidential to the
Company and includes without limitation the stockholder information delivered by
the Company to the Committee; provided, that Confidential Information will not
include information which (i) is or becomes generally available to the public
other than as a result of a disclosure by the Committee or its representatives,
(ii) was available to the Committee on a non-confidential basis prior to its
disclosure to the Committee or its representatives by the Company or on its
behalf, or (iii) became or becomes available to the Committee on a
non-confidential basis from a Person other than the Company or the Company’s
representatives or agents; provided, that such Person is not known by the
Committee to be otherwise bound by a confidentiality agreement or obligation
with the Company or such Person is not known by the Committee to be otherwise
prohibited from transmitting the document or information to the
Committee.
(g) “Person” means any
individual, partnership, corporation, limited liability company, group,
syndicate, trust, government or agency, or any other organization, entity or
enterprise.
(h) “SEC” means the
Securities and Exchange Commission or any successor agency.
(i) “Termination Date”
means the date the New Directors or their replacements as provided in Section
2.1(d) are no longer members of the Board.
Section
1.2 Interpretation. When
reference is made in this agreement to a Section, such reference shall be to a
Section of this Agreement unless otherwise indicated. Whenever the words
“include,” “includes” or “including” are used in this Agreement, they shall be
deemed to be followed by the words “without limitation.” The words “hereof,”
“herein,” “hereby” and “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement. The word “or” shall not be exclusive. This
Agreement shall be construed without regard to any presumption or rule requiring
construction or interpretation against the party drafting or causing an
instrument to be drafted.
ARTICLE
II
COVENANTS
Section
2.1 Board Appointments, 2009
Annual Meeting and Related Matters.
(a) Board Appointments.
Subject to the terms hereof and contemporaneously herewith:
|
|
(i)
|
The
Board has taken all requisite action to, in accordance with the Bylaws of
the Company, increase the size of the Board from eight (8) to ten (10)
directors; and
|
2
|
|
(ii)
|
The
Board has appointed the New Directors to serve as directors of the Company
to fill the two (2) vacancies thus created and to serve in such capacity
until the 2009 Annual Meeting or until their successors are duly elected
and qualified, subject to the terms of this
Agreement.
|
(b) 2009 Annual Meeting.
The Company hereby covenants and agrees that at the 2009 Annual Meeting, the New
Directors will be nominated for election as directors of the Company for terms
expiring at the Company’s 2010 annual meeting of stockholders (the “2010 Annual Meeting”)
or until their successors are duly elected and qualified. Prior to the 2009
Annual Meeting, (i) the Board shall recommend that the Company’s stockholders
vote in favor of the New Directors at the 2009 Annual Meeting and (ii) the
Company shall solicit proxies for the election of the New Directors at the 2009
Annual Meeting.
(c) Board Size, Director
Retirements. The size of the Board will not be increased to more than ten
(10) directors at any time before the 2010 Annual Meeting, unless approved by a
majority of the independent directors and at least one of the New Directors.
Until the second anniversary of this Agreement, if any director who is not a New
Director retires from the Board as a result of such director having reached his
seventieth (70) birthday, any vacancy on the Board created by such retirement
shall not be filled.
(d) New Director
Vacancies. If any New Director leaves the Board (whether by resignation
or otherwise) before the 2010 Annual Meeting, the Committee will be entitled to
recommend to the Board replacement director(s) (each of whom will be deemed a
New Director for purposes of this Agreement). The Board will not unreasonably
withhold acceptance of any replacement director(s) recommended by the Committee.
In the event the Board does not accept a replacement director(s) recommended by
the Committee, the Committee will have the right to recommend additional
replacement director(s) for consideration by the Board. The Board will appoint
such replacement director(s) to the Board no later than five (5) business days
after the Board’s approval of such replacement director(s).
Section
2.2 Expenses. Within five
(5) business days of receiving reasonably satisfactory documentation with
respect to such expenses, the Company shall reimburse the Committee an amount
equal to the Committee’s actual out-of-pocket expenses incurred on or prior to
the date of this Agreement in connection with the pending proxy contest,
including the preparation of related filings with the SEC, the fees and
disbursements of counsel and other advisors, and the negotiation and execution
of this Agreement and all related activities and matters, up to a maximum
reimbursement of $200,000, and the Committee hereby agrees that such payment
shall be in full satisfaction of any claims or rights it may have as of the date
hereof for reimbursement of fees, expenses or costs in connection with the
pending proxy contest.
Section
2.3 Voting Provisions.
Each Committee Member shall cause in the case of all Shares owned of record and
shall instruct the record owner, in the case of all Shares beneficially owned
but not owned of record, directly or indirectly, by it, or by any Committee
Affiliate or Associate, as of the record date for the 2009 Annual Meeting, to be
present for quorum purposes and to be voted at such meeting or any adjournments
or postponements thereof (a) in favor of each director nominated and recommended
by the Board for election at such meeting and (b) against any stockholder
nominations for director which are not approved and recommended by the Board for
election at such meeting.
Section
2.4 Undertakings by the
Committee. By executing this Agreement, the Committee hereby (i)
irrevocably withdraws the Nomination Notice Letter and any nominations to the
Board made prior to the date hereof, (ii) irrevocably ceases any proxy
solicitation activities with respect to the Company in connection with the 2009
Annual Meeting and (iii) irrevocably withdraws the demand to inspect certain of
the Company’s books and records, pursuant to a demand letter, dated as of March
11, 2009, sent by Curtis D. Hodgson to the Company. Within two (2) business days
of the date hereof, the Committee shall file, or cause to be filed on its
behalf, with the SEC an amendment to its Schedule 13D with respect to the
Company disclosing the material contents of this Agreement.
3
In
addition, from the date hereof until the Termination Date, each of the Committee
and each Committee Member agree that neither they nor any of their respective
Affiliates or Associates will, without the prior written consent of the Company,
in any manner, directly or indirectly, acting alone or in concert with
others:
|
|
(i)
|
Effect,
seek, offer or propose (whether publicly or otherwise) to effect, or cause
or participate in, facilitate or finance, or in any way assist any other
Person to effect, seek, offer or propose (whether publicly or otherwise)
to effect or participate in any “solicitation” of “proxies” (as such terms
are used in the proxy rules of the SEC) or consents to vote any voting
securities of the Company or conduct any nonbinding referendum with
respect to Common Stock of the Company, or make, or in any way participate
in, any “solicitation” of any “proxy” with respect to the Company within
the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act
(but without regard to the exclusion set forth in Rule 14a-1(1)(2)(iv)
from the definition of
“solicitation”);
|
|
|
(ii)
|
Seek
to advise or influence any Person with respect to the voting of any
securities of the Company;
|
|
|
(iii)
|
Form,
join or in any way participate in a “group” (as defined under Section
13(d) of the Exchange Act) with respect to the securities of the Company
other than the Section 13(d) “group” that includes all or some lesser
number of the Committee Members, but does not include any other members
who are not currently identified as a Committee
Member;
|
|
|
(iv)
|
Initiate,
propose or otherwise “solicit” (as such term is used in the proxy rules of
the SEC) the Company’s stockholders for the approval of stockholder
proposals whether made pursuant to Rule 14a-8 or Rule 14a-4 under the
Exchange Act or otherwise;
|
|
|
(v)
|
Take
any action which might force the Company to make a public announcement
regarding any of the types of matters set forth in (i) above;
or
|
4
|
|
(vi)
|
Enter
into any discussions or arrangements with any third party with respect to
any of the foregoing.
|
Provided,
however, that nothing herein will limit the ability of any Committee Member, or
its respective Affiliates and Associates, except as otherwise provided in
Section 2.3, to vote its Shares on any matter submitted to a vote of the
stockholders of the Company or announce its opposition to any Board-approved
proposals not supported by the New Directors or limit the ability of the New
Directors to exercise their rights as members of the Board while serving as
members of the Board.
Each of
the Committee and each Committee Member also agree during such period not to
request the Company (or its directors, officers, employees or agents), directly
or indirectly, to amend or waive any provision of this Section (including this
sentence).
Section
2.5 Undertakings by the New
Directors. Each New Director, while serving in his capacity as a director
and for one year following his resignation or departure from the Board, agrees
not to use any Confidential Information that he learns in his capacity as a
director of the Company in any way that would be competitive to the Company or
its operations.
Section
2.6 Publicity. Promptly
after the execution of this Agreement, the Company and the Committee will issue
a joint press release in the form attached hereto as Schedule B (the “Press Release”).
Following the date of the execution of this Agreement through the Termination
Date, none of the parties hereto will make any public statements (including any
filing with the SEC or any other regulatory or governmental agency, including
any stock exchange) that are inconsistent with, or otherwise contrary to, the
statements in the Press Release issued pursuant to this Section 2.6. Following
the date of the execution of this Agreement through the Termination Date,
neither the Company nor its employees, officers, directors, Associates or
Affiliates on the one hand or the Committee nor their principals, Associates or
Affiliates on the other hand shall make any further negative or disparaging
remarks about the other or make, or cause to be made, any statement or
announcement that relates to and constitutes an ad hominem attack on, or relates
to and otherwise disparages, the other, its employees, officers or its directors
or any person who has served as an employee, officer or director of either the
Committee or the Company; provided, that nothing herein will limit the ability
of any Committee Member, its respective Affiliates and Associates to publicly
announce its opposition to any Board-approved proposals not supported by the New
Directors.
Section
2.7 Mutual Releases. Upon
the execution of this Agreement, the Company and the Committee hereby agree to
mutual releases as follows:
5
|
|
(a)
|
Release by
Company. The Company hereby agrees for the benefit of the Committee
and each Committee Member and each Affiliate, Associate, officer,
director, member, partner, manager stockholder, agent, employee, attorney,
assigns, predecessor and successor, past and present, of the Committee and
each Committee Member (the Committee, each Committee Member and each such
Person being a “Committee Released
Person”) as follows: the Company, for itself and for its officers,
directors, assigns, agents and successors, past and present, hereby agrees
and confirms that, effective from and after the date of this Agreement, it
hereby acknowledges full and complete satisfaction of, and covenants not
to sue, and forever fully releases and discharges each Committee Released
Person of, and holds each Committee Released Person harmless from, any and
all claims of any nature whatsoever (“Claims”),
whether known or unknown, suspected or unsuspected, including, but not
limited to, those arising in respect of or in connection with the
nomination and election of directors or other actions to be taken at the
2009 Annual Meeting, occurring any time or period of time on or prior to
the date of this Agreement (including the future effects of such
occurrences, conditions, acts or
omissions).
|
|
|
(b)
|
Release by the
Committee and each Committee Member. The Committee and each
Committee Member hereby agrees for the benefit of the Company, and each
Affiliate, Associate, officer, director, stockholder, agent, employee,
attorney, assigns, predecessor and successor, past and present, of the
Company (the Company and each such Person being a “Company Released
Person”) as follows: the Committee and each Committee Member, for
itself and for its members, officers, directors, assigns, agents and
successors, past and present, hereby agrees and confirms that, effective
from and after the date of this Agreement, it hereby acknowledges full and
complete satisfaction of, and covenants not to sue, and forever fully
releases and discharges each Company Released Person of, and holds each
Company Released Person harmless from, any and all Claims, whether known
or unknown, suspected or unsuspected, including, but not limited to, those
arising in respect of or in connection with the nomination and election of
directors or other actions to be taken at the 2009 Annual Meeting,
occurring any time or period of time on or prior to the date of this
Agreement (including the future effects of such occurrences, conditions,
acts or omissions).
|
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES
Section
3.1 Representations and
Warranties of the Company. The Company hereby represents and warrants
that this Agreement and the performance by the Company of its obligations
hereunder (i) has been duly authorized, executed and delivered by it, and is a
valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms, (ii) does not require the approval of the
stockholders of the Company and (iii) does not and will not violate any law, any
order of any court of other agency of government, the Charter or the Bylaws, or
any provision of any indenture, agreement or other instrument to which the
Company or any of its properties or assets is bound, or conflict with, result in
a breach of or constitute (with due notice or lapse of time or both) a default
under any such indenture, agreement or other instrument, or result in the
creation or imposition of, or give rise to, any lien, charge, restriction,
claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any
such indenture, agreement or other instrument.
6
Section
3.2 Representations and
Warranties of the Committee and each Committee Member. Each of the
Committee and each Committee Member represents and warrants that this Agreement
and the performance by the Committee and each such Committee Member, together
with each of their respective Affiliates and Associates, of their obligations
hereunder (i) has been duly authorized, executed and delivered by the Committee
and each such Committee Member, and is a valid and binding obligation of the
Committee and each such Committee Member, enforceable against the Committee and
each such Committee Member in accordance with its terms, (ii) does not require
the approval of the owners or members of the Committee or any Committee Member
and (iii) does not and will not violate any law, any order of any court of other
agency of government, the governing instruments of the Committee or any
Committee Member, or any provision of any indenture, agreement or other
instrument to which the Committee or any Committee Member or any of their
properties or assets is bound, or conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any such
indenture, agreement or other instrument, or result in the creation or
imposition of, or give rise to, any lien, charge, restriction, claim,
encumbrance or adverse penalty of any nature whatsoever pursuant to any such
indenture, agreement or other instrument. Each of the Committee and each
Committee Member hereby further represents and warrants that, as of the date
hereof, their respective Affiliates are, collectively, the beneficial owners of
such number of Shares as are respectively set forth on Schedule A of this
Agreement.
ARTICLE
IV
OTHER
PROVISIONS
Section
4.1 Remedies.
(a) Each
party hereto hereby acknowledges and agrees, on behalf of itself and its
Affiliates, that irreparable harm would occur in the event any of the provisions
of this Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that the parties will be
entitled to specific relief hereunder, including an injunction or injunctions to
prevent and enjoin breaches of the provision of this Agreement and to enforce
specifically the terms and provision hereof in any state or federal court in the
State of Delaware, in addition to any other remedy to which they may be entitled
at law or in equity. Any requirements for the securing or posting of any bond
with such remedy are hereby waived.
(b) Each
party hereto agrees, on behalf of itself and its Affiliates, that any actions,
suits or proceedings arising out of or relating to this Agreement or the
transactions contemplated hereby will be brought solely and exclusively in any
state or federal court in the State of Delaware (and the parties agree not to
commence any action, suit or proceeding relating thereto except in such courts),
and further agrees that service of any process, summons, notice or document by
U.S. registered mail to the respective addresses set forth in Section 4.2 (with
a copy to the attorney indicated) will be effective service of process for any
such action, suit or proceeding brought against any party in any such court.
Each party, on behalf of itself and its Affiliates, irrevocably and
unconditionally waives any objection to the laying of venue of any action, suit
or proceeding arising out of this Agreement or the transaction contemplated
hereby, in the state or federal courts in the State of Delaware, and hereby
further irrevocably and unconditionally waives and agrees not be plead or claim
in any such court that any such action, suit or proceeding brought in any such
court has been brought in an improper or inconvenient forum.
7
Section
4.2 Notices. All notices,
consents, requests, instructions, approvals and other communications provided
for herein and all legal process in regard hereto shall be in writing and shall
be deemed validly given, made or served, if (a) given by telecopy, when such
telecopy is transmitted to the telecopy number set forth below and the
appropriate confirmation is received or (b) if given by any other means, when
actually received during normal business hours at the address specified in this
subsection:
If to the
Company: Cavalier
Homes, Inc.
32 Wilson
Boulevard 100
Addison,
Alabama 35540
Attn:
Bobby Tesney
Fax:
(256) 747-7004
With a
copy
to: Lowe,
Mobley & Lowe
P.O. Box
576
or
1210
21st
Street
Haleyville,
AL 35565
Attn:
John W Lowe
Fax:
(205) 486-4531
If to the
Committee
or any
Committee
Member: Legacy
Housing, LTD.
15400 Knoll Trail, Suite 101, LB
25
Dallas,
Texas 75248
Attn:
Curtis D. Hodgson
Fax:
(972) 294-3765
With a
copy
to: Olshan
Grundman Frome Rosenzweig & Wolosky LLP
Park
Avenue Tower
65 East
55th Street
New York,
New York 10022
Attn:
Steve Wolosky
Fax:
(212) 451-2222
Section
4.3 Entire Agreement.
This Agreement contains the entire understanding of the parties with respect to
the subject matter hereof and may be amended only by an agreement in writing
executed by the parties hereto.
Section
4.4 Governing Law. This
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of Delaware, without giving effect to the choice of law
principles of such state.
8
Section
4.5 Further Assurances.
Each party agrees to take or cause to be taken such further actions, and to
execute, deliver and file or cause to be executed, delivered and filed such
further documents and instruments, and to obtain such consents, as may be
reasonably required or requested by the other party in order to effectuate fully
the purposes, terms and conditions of this Agreement.
Section
4.6 Third-Party
Beneficiaries. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns, and
nothing in this Agreement is intended to confer on any person other than the
parties hereto or their respective successors and assigns, any rights, remedies,
obligations or liabilities under or by reason of this Agreement except as
explicitly stated in this Agreement.
Section
4.7 Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
Section
4.8 Confidential
Information. The Committee and each Committee Member shall promptly
return or destroy, as directed by the Company, all Confidential Information in
its possession or in the possession of its representatives. Upon request, an
authorized representative of the Committee shall certify in writing to the
Company the destruction of all Confidential Information destroyed or returned,
as the case may be, and shall hold all oral Confidential Information
confidential. The Committee and each Committee Member shall permanently erase
all related electronic and computer files and backup copies from the media on
which they are contained.
Section
4.9 No Waiver. Any
waiver by any party of a breach of any provision of this Agreement shall not
operate as or be construed to be a waiver of any other breach of such provision
or of any breach of any other provision of this Agreement. The failure of a
party to insist upon strict adherence to any term of this Agreement on one or
more occasions shall not be construed as a waiver or deprive that party of the
right thereafter to insist upon strict adherence to that term or any other term
of this Agreement.
Section
4.10 Severability. If
at any time subsequent to the date hereof, any provision of this Agreement shall
be held by any court of competent jurisdiction to be illegal, void or
unenforceable, such provision shall be of no force and effect, but the
illegality or unenforceability of such provision shall have no effect upon the
legality or enforceability of any other provision of this
Agreement.
[Signatures
to follow]
9
IN
WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or
caused the same to be executed by its duly authorized representative as of the
date first above written.
|
CAVALIER
HOMES, INC.
|
|
|
By:
|
/s/ Barry B. Donnell |
|
Name:
|
Barry
B. Donnell
|
|
Title:
|
Chairman
of the Board of Directors
|
|
LEGACY
HOUSING, LTD.
|
|
|
By:
|
GLPH,
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/ Kenneth E. Shipley |
|
Name:
|
Douglas
M. Shipley
|
|
Title:
|
President
|
10
|
B-SHIPLEY,
LLC
|
|
|
By:
|
/s/ Billy G. Shipley |
|
Name:
|
Billy
G. Shipley
|
|
Title:
|
President
|
|
FEDERAL
INVESTORS SERVICING, LTD
|
|
|
By:
|
Federal
Investors Management, L.C.,
|
|
its
general partner
|
|
|
By:
|
/s/ Kenneth E. Shipley |
|
Name:
|
Kenneth
E. Shipley
|
|
Title:
|
Manager
|
|
FEDERAL
INVESTORS MANAGEMENT, L.C.
|
|
|
By:
|
/s/ Kenneth E. Shipley |
|
Name:
|
Kenneth
E. Shipley
|
|
Title:
|
Manager
|
| /s/ Kenneth E. Shipley |
|
KENNETH
E. SHIPLEY
|
|
/s/
Curtis D. Hodgson
|
|
CURTIS
D. HODGSON
|
|
/s/
Douglas M. Shipley
|
|
DOUGLAS
M. SHIPLEY
|
| /s/ Billy G. Shipley |
|
BILLY
G. SHIPLEY
|
|
/s/
Michael R. O’Connor
|
|
MICHAEL
R. O’CONNOR
|
11
Exhibit 99.2
 |
||
|
Contact:
|
Mike
Murphy
|
|
|
Chief
Financial Officer
|
||
|
(256)
747-9800
|
CAVALIER
HOMES AND CAVALIER HOMES COMMITTEE FOR CHANGE SETTLE PROXY CONTEST
CURTIS
D. HODGSON AND KENNETH E. SHIPLEY SELECTED TO JOIN
THE
COMPANY'S BOARD OF DIRECTORS
2009
ANNUAL MEETING DATE RESET FOR MAY 26, 2009
Addison,
Ala. (May 14, 2009) – Cavalier Homes, Inc. (NYSE Amex: CAV) and the members of
the Cavalier Homes Committee for Change including Legacy Housing, LTD., Shipley
Brothers, LTD., Curtis D. Hodgson, Kenneth E. Shipley, and certain of their
affiliates, which beneficially own approximately 9.6% of Cavalier's outstanding
shares of common stock, today announced that they have reached an agreement to
settle the proxy contest relating to Cavalier's 2009 Annual Meeting of
Stockholders.
Under the
terms of the agreement, Cavalier has increased the size of its Board from eight
to 10 directors and appointed Curtis D. Hodgson and Kenneth E. Shipley to serve
as directors of the Company for a term to end no earlier than the Company's 2009
Annual Meeting of Stockholders. Cavalier also has agreed that at its
2009 Annual Meeting, the Company will nominate Hodgson and Shipley, along with
the other members of its Board of Directors, for election as directors of the
Company for terms expiring at the Company's 2010 Annual Meeting or until their
successors are duly elected and qualified.
As a
condition of the agreement, the members of the Committee will end their efforts
to elect Michael R. O'Connor to the Board and have agreed to immediately cease
all efforts related to their own proxy solicitation.
In
addition, Cavalier has agreed to reimburse the members of the Committee for its
actual out-of-pocket expenditures relating to the proxy contest, up to a maximum
reimbursable amount of $200,000. Both Cavalier and the members of the
Committee also have agreed to a mutual release of claims in connection with the
proxy contest.
In order
to allow adequate time for the Company to notify its stockholders of its newly
proposed slate of 10 directors, Cavalier has postponed the 2009 Annual Meeting
of Stockholders until May 26, 2009, beginning at 2:00 P.M., Central
Daylight Time, at The Summit Club at the Regions-Harbert Plaza, 1901 6th Avenue
North, Suite 3100, Birmingham, Alabama 35203.
-MORE-
CAV
Settles Proxy Contest
Page
2
May 14,
2009
"We are
pleased to announce this mutually beneficial compromise with the Cavalier Homes
Committee for Change," said Barry B. Donnell, Chairman of the Board of Directors
of Cavalier. "This solution allows us to retain experienced and
dedicated board members that we believe have contributed to our past success,
and who will continue to play an important role in guiding Cavalier in the
challenging times ahead. At the same time, it provides for the
inclusion of differing viewpoints and alternative thinking put forward by
capable and experienced members of the Committee, which we think is a healthy
part of our corporate governance objectives."
Curtis D.
Hodgson endorsed the settlement as well, saying, "We are very pleased with this
settlement. It is time to end this proxy contest and redirect all of
our efforts to creating value for stockholders. We believe numerous
opportunities exist to unlock value in Cavalier shares. We look
forward to working closely with the other members of the Board and believe our
direct industry experience will significantly strengthen the
Board."
Cavalier
Homes, Inc. and its subsidiaries produce and sell manufactured
housing. The Company markets its homes primarily through independent
dealers, including exclusive dealers that carry only Cavalier
products.
Important
Information
Cavalier
has filed a proxy statement in connection with its 2009 Annual Meeting of
Stockholders. The Company's stockholders are strongly advised to read
the proxy statement and the accompanying WHITE proxy card, as they contain
important information, including information relating to the participants in
such proxy solicitation. Stockholders can obtain this proxy statement, any
amendments or supplements to the proxy statement and other documents filed by
Cavalier with the SEC for free at the internet website maintained by the SEC at
www.sec.gov and
Cavalier's website at www.cavhomesinc.com.
With the exception of
historical information, the statements made in this press release, including
those containing the words "expects," "anticipates," "thinks" and "believes,"
and words of similar import, and those relating to industry trends and
conditions, Cavalier's expectations for its results of operations during the
most recent fiscal quarter and in future periods, acceptance of Cavalier's new
product initiatives and the effect of these and other steps taken in the last
several years on Cavalier's future sales and earnings, the use of Cavalier's
cash to fund inventory financing programs, and Cavalier's plans and expectations
for addressing current and future industry and business conditions, constitute
forward-looking statements, are based upon current expectations, and are made
pursuant to the "Safe Harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements involve certain known and
unknown assumptions, risks and uncertainties that could cause actual results to
differ materially from those included in or contemplated by the statements,
including among other matters, significant competitive activity, including
promotional and price competition; interest rates; increases in raw material and
energy costs; changes in customer demand for Cavalier's products; inherent risks
in the market place associated with new products and new product lines; the
impact to Cavalier and the industry from changes in lending programs or the
termination of lending programs by national lenders, and other risk factors
listed from time to time in Cavalier's reports filed with the Securities and
Exchange Commission, including, but not limited to, those discussed or indicated
in Cavalier's Annual Report on Form 10-K for the period ended December 31,
2008, under the heading "Item 1A. Risk Factors," and its Quarterly Report on
Form 10-Q for the period ended March 28, 2009, under the heading "Cautionary
Factors That May Affect Future Results," as filed with the Securities and
Exchange Commission. Cavalier disclaims any obligation to update any
forward-looking statements as a result of developments occurring after the
issuance of this press release.
-END-