SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12
Nobility Homes, Inc.
(Name of Registrant as Specified in its Charter)
-------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
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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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[ ] Fee paid previously with preliminary materials.
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statement number, or the Form or Schedule and the date if its filing.
1) Amount Previously Paid:
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4) Date Filed:
NOBILITY HOMES, INC.
Notice and Proxy Statement
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 27, 2004
TO THE HOLDERS OF COMMON STOCK:
PLEASE TAKE NOTICE that the annual meeting of the shareholders of
NOBILITY HOMES, INC. will be held on Friday, the 27th day of February, 2004, at
10:00 A.M. local time, at the Ocala Hilton, 3600 S.W. 36th Avenue, Ocala,
Florida.
The meeting will be held for the following purposes:
1. To elect a board of five directors.
2. To transact such other business as may properly come before the
meeting or any adjournment.
To be sure that your shares will be represented at the meeting, please
date, sign and return your proxy, even if you plan to attend in person. A form
of proxy and a self-addressed, postage prepaid envelope are enclosed. If you do
attend the meeting, you may withdraw your proxy and vote in person.
By Order of the Board of Directors,
Jean Etheredge, Secretary
DATED: February 6, 2004
TABLE OF CONTENTS
Page
PRINCIPAL HOLDERS OF COMPANY'S COMMON SHARES..................................2
NOMINATION AND ELECTION OF DIRECTORS..........................................3
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.......................4
BOARD OF DIRECTORS AND COMMITTEES.............................................5
EXECUTIVE COMPENSATION........................................................6
SUMMARY COMPENSATION TABLE....................................................7
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION.......................7
SHAREHOLDER RETURN PERFORMANCE................................................9
AUDIT COMMITTEE REPORT.......................................................10
CERTAIN TRANSACTIONS.........................................................11
INDEPENDENT PUBLIC ACCOUNTANTS...............................................11
SHAREHOLDER PROPOSALS AND COMMUNICATION WITH THE BOARD OF DIRECTORS..........13
ANNUAL REPORT................................................................13
OTHER MATTERS................................................................13
EXPENSES OF SOLICITATION.....................................................14
i
NOBILITY HOMES, INC.
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD February 27, 2004
This proxy material and the enclosed form of proxy are being sent to
the shareholders of Nobility Homes, Inc. on or about February 6, 2004, in
connection with the solicitation by Nobility's board of directors of proxies to
be used at the annual meeting of the shareholders of Nobility. The meeting will
be held at the Ocala Hilton, 3600 S.W. 36th Avenue, Ocala, Florida, at 10:00
A.M., local time, on Friday, February 27, 2004.
If the enclosed form of proxy is executed and returned, you may revoke
it at any time if it has not yet been exercised, by delivering a later dated
proxy or written notice of revocation to the Secretary of the meeting or by
attending the annual meeting and electing to vote in person. The shares
represented by the proxy will be voted unless the proxy is received in such form
as to render it not votable. The proxy is in ballot form so that you may
specifically grant or withhold authority to vote for the election of each
director. Unless you direct otherwise, the shares represented by the proxy will
be voted "for" the election of each director nominated by the board of
directors. Directors will be elected by a plurality of the votes cast by shares
entitled to vote at the meeting.
Shareholders of record at the close of business on January 22, 2004,
will be entitled to vote. Each share of common stock is entitled to one vote on
any matter to come before the meeting. As of January 22, 2004, Nobility had
4,010,996 shares of common stock outstanding and entitled to vote.
The complete mailing address of Nobility's principal office is P.O. Box
1659, Ocala, Florida 34478.
1
PRINCIPAL HOLDERS OF COMPANY'S COMMON SHARES
The following table sets forth, as of January 22, 2004, information as
to the $.10 par value common stock of Nobility owned beneficially, directly or
indirectly, (1) by each person who is known by Nobility to own beneficially more
than 5% of Nobility's outstanding voting securities, (2) by each director, (3)
by each executive officer named in the summary compensation table set forth
elsewhere herein and (4) by all directors and executive officers as a group:
Name and Address Number of Common
of Beneficial Owner(1) Shares Beneficially Owned(2) Percent of Class
------------------- ------------------------- ----------------
Terry E. Trexler(3) 2,182,575(4) 54.4%
3741 S.W. 7th Street
Ocala, Florida 34474
Thomas W. Trexler(5) 468,369(6) 11.2%
3741 S.W. 7th Street
Ocala, Florida 34474
Richard C. Barberie(5) 825 *
15300 SE 140 Avenue Road
Weirsdale, Florida 32195
Robert P. Holliday (5) 4,935 *
931 NW 37th Avenue
Ocala, Florida 34475
Robert P. Saltsman (5) 2,537 *
222 South Pennsylvania
Avenue, Suite 200
Winter Park, Florida 32789
Directors and 2,703,761(4)(6) 64.7%
Executive Officers
(8 persons)
________________________
*Less than 1%
(1) Information contained in this table is based upon information furnished by
the beneficial owners.
(2) Unless otherwise noted, all shares are owned directly with sole voting and
dispositive power.
(3) Mr. Terry Trexler is President and Chairman of the Board of Nobility.
Additional information is contained under "Nomination and Election of
Directors".
(4) Excludes 42,111 shares held in trust for the benefit of one of Terry E.
Trexler's children over which Mr. Trexler disclaims beneficial ownership.
Includes 2,040 shares held in trust for the benefit of Mr. Trexler's
grandchild.
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(5) Mr. Thomas Trexler is Executive Vice President and a director of Nobility.
Messrs. Barberie, Holliday and Saltsman are directors of Nobility.
Additional information is contained under "Nomination and Election of
Directors".
(6) Includes 165,000 shares subject to presently exercisable options.
NOMINATION AND ELECTION OF DIRECTORS
At the meeting, a board of five directors will be elected to serve for
one year and until the election and qualification of their successors. Your
proxy will be voted, unless you withhold authority to do so, for the election as
directors of the persons named below, who have been nominated by Nobility's
current board of directors.
The bylaws of Nobility provide that Nobility's board shall be made up
of no fewer than one nor more than ten directors. The current board of directors
has determined that five directors are appropriate for the present time. Proxies
cannot be voted for more than five nominees.
Each nominee has consented to being named as such in this proxy
statement and is at present available for election. Each nominee presently is a
member of the board, having been elected as such at the last annual meeting of
the shareholders.
If any nominee should become unavailable, the persons voting the
accompanying proxy may, in their discretion, vote for a substitute. Additional
information concerning the nominees, based on data furnished by them, is set
forth below. Terry E. Trexler is the father of Thomas W. Trexler.
The board of directors of Nobility recommends a vote "for" the election
of each of the following nominees. Proxies solicited by the board of directors
will be so voted unless shareholders specify in their proxies a contrary choice.
3
Year
First
Name Became
(Age) Principal Occupation or Employment; Certain Other Directorships Director
-------------------------------------------------------------------------------------------------------------------------------
Terry E. Trexler Chairman of the Board and President of Nobility for more than five years; Mr. 1967
(64) Trexler is also President of TLT, Inc.
Thomas W. Trexler Executive Vice President and Chief Financial Officer of Nobility since December 1993
(40) 1994; President of Prestige Home Centers, Inc. since June 1995; Director of
Prestige since 1993 and Vice President from 1991 to June 1995; President of Mountain
Financial, Inc. since August 1992; Vice President of TLT, Inc. since September 1991
Richard C. Barberie Vice President of Purchasing of Nobility from December 1994 until his retirement in 1975
(65) June 1995; Executive Vice President of Nobility for more than five years prior to
December 1994
Robert P. Holliday President of Chariot Eagle, Inc. (which is engaged in the manufactured home 1996
(65) business) since 1984 and President of Chariot Eagle-West, Inc. since 1995
Robert P. Saltsman Attorney and CPA in private practice since 1983; prior to 1983 Mr. Saltsman was 1988
(51) employed as a CPA by Arthur Andersen & Co. in Orlando, Florida
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act, a Form 4 reporting
the acquisition or disposition of Company securities by an officer, director or
10% shareholder must be filed with the Securities and Exchange Commission no
later than the second business day after the date on which the transaction
occurred unless certain exceptions apply. Most transactions not reported on Form
4 must be reported on Form 5 within 45 days after the end of Nobility's fiscal
year. Based on information provided by Nobility's directors and executive
officers, during the fiscal year ended November 1, 2003, all required reports
were filed when due, except as follows:
On August 7, 1997 options to purchase 1,000 shares of Nobility's common
stock were granted to each of John Cramer, Jean Etheredge, and Edward Sims. On
August 7, 2003 Ms. Etheredge and Messrs. Cramer and Sims exercised their
options. Through inadvertence, the option grants were not reported on Form 5 for
the fiscal year ended November 1, 1997 and the Form 4 filings reporting the
exercises were not filed within two business days. The original grants and the
exercises were reported in Form 4 filings on December 16, 2003.
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BOARD OF DIRECTORS AND COMMITTEES
The board of directors of Nobility is comprised of a majority of
independent directors. The board of directors has determined that Messrs.
Richard Barberie, Robert Holliday and Robert Saltsman are all independent
according to current Nasdaq rules. During the fiscal year ended November 1,
2003, the board of directors of Nobility held four regular meetings. All
directors of Nobility attended 100% of the meetings of the board of directors
and committees of the board on which they served. During the year ended November
1, 2003, directors who were not employees of Nobility were paid quarterly fees
of $1,500.
Nobility presently has three standing committees of its board of
directors, an audit committee, a salary review committee and a nominating
committee.
Salary Review Committee. The salary review committee is presently
comprised of Messrs. Richard Barberie, Robert Holliday and Robert Saltsman. The
salary review committee meets each quarter and recommends to the board of
directors the salaries and bonuses, if any, to be paid to the officers of
Nobility. The salary review committee met four times during fiscal year 2003.
Audit Committee. Nobility's audit committee has been established in
accordance with Section 3(a)(58)(A) of the Securities Exchange Act. During
fiscal 2003, Nobility's audit committee was comprised of Messrs. Robert
Saltsman, Robert Holliday and Richard Barberie, all of whom are considered
independent under current Nasdaq rules. In June 2000 the board of directors
adopted a formal charter for the audit committee which established the scope of
the committee's responsibilities and how it is to carry out those
responsibilities. The audit committee charter charges the committee with
overseeing management's conduct of Nobility's financial reporting process,
including (1) the integrity of the financial statements of Nobility, (2) the
compliance by Nobility with legal and regulatory requirements, and (3) the
independence and performance of Nobility's internal and external auditors. The
audit committee met twice during fiscal 2003. In addition, Mr. Saltsman, the
chairman, met with the auditors telephonically four times.
Audit Committee Financial Expert. Our board of directors has determined
that Mr. Robert Saltsman is the audit committee financial expert, and is
independent as defined by Rule 4200(a)(15) of the National Association of
Securities Dealers, Inc.
Nominating Committee. The board of directors has established a
nominating committee comprised of Messrs. Robert Saltsman, Robert Holliday and
Richard Barberie, all of whom are considered independent under current Nasdaq
rules. The nominating committee's charter is available on our website at
www.nobilityhomes.com. Our bylaws include provisions that address the process by
which shareholders may nominate an individual to stand for election to the board
at our annual meeting of shareholders. For additional information, see
"Shareholder Proposals and Communication with the Board of Directors" elsewhere
in this proxy statement.
In evaluating director nominees, including candidates submitted by
shareholders, the nominating committee will consider the candidate's experience,
integrity, ability to make independent analytical inquiries, understanding of
our business environment and willingness to
5
devote adequate time to board duties. The nominating committee will also
consider whether a candidate meets the definition of "independent director"
under Nasdaq rules. There are no stated minimum criteria for director nominees
and the nominating committee may also consider such other factors as it deems to
be in the best interest of Nobility and its shareholders.
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid or accrued by
Nobility for services rendered during the years indicated by Nobility's Chief
Executive Officer and its Executive Vice President, the only other executive
officer who had total salary and bonus exceeding $100,000 during the fiscal year
ended November 1, 2003. Nobility did not grant any restricted stock awards or
stock appreciation rights or make any long-term incentive plan payouts to any
executive officers during the years indicated.
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SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
------------------- Awards
------
Securities
Name & Principal Year Underlying All Other
Position Ended Salary Bonus Options/SAR's Compensation
-------- ----- ------ ----- ------------- ------------
Terry E. Trexler 11/02/03 $ 93,500 $ 100,000 ---- $ 39,395(1)
President and 11/03/02 $ 93,500 $ 100,000 ---- $ 39,395(1)
Chairman of 11/03/01 $ 93,500 $ 95,000 ---- $ 27,786(1)
the Board
Thomas W. Trexler 11/01/03 $ 75,036 $ 100,000 ---- $ 16,220(2)
Executive Vice 11/02/02 $ 75,036 $ 100,000 ---- $ 16,220(2)
President 11/03/01 $ 72,150 $ 100,000 ---- $ 16,220(2)
----------------
(1) All other compensation represents insurance premiums paid or accrued by
Nobility on two life insurance policies on the life of Mr. Terry E.
Trexler. The proceeds of the two policies will be paid to Mr. Trexler's
designated beneficiaries in the event of his death.
(2) Represents the total annual premiums paid or accrued by Nobility on a
insurance policy on the life of Mr. Thomas W. Trexler. In the event of Mr.
Trexler's death, the proceeds will be paid to Mr. Trexler's designated
beneficiaries.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Nobility's salary review committee (the "salary review committee")
consists of Messrs. Richard Barberie, Robert Holliday and Robert Saltsman.
Nobility's executive compensation policy seeks to fairly compensate executives
for their performance and contributions to Nobility and to provide incentives
that will attract and retain key employees. Compensation of executive officers
for fiscal 2003 performance generally consisted of a base salary and profit
bonuses tied to the performance of Nobility.
Base salaries and profit bonuses historically have been reviewed and
adjusted from time to time based primarily on a non-quantitative assessment of
factors such as an individual's performance, contributions, changes in job
responsibilities and Nobility's performance and economic conditions. The salary
review committee reviewed and approved the base salary and the profit bonuses
provided to executive officers in fiscal 2003. In doing so the salary review
committee considered (i) Nobility's financial results for fiscal 2002 and the
continued
7
improvement in the financial condition of Nobility and (ii) certain non-
quantitative factors, with emphasis on the qualitative performance of
Nobility's executives. It is an objective of the salary review committee to
maintain base salaries that are reflective of the individual executive's
experience and responsibilities level, and that are competitive with the salary
levels of executives at other companies engaged in the same or similar line of
business with revenues in a range comparable to those of Nobility.
The base salary of the Chairman, President and Chief Executive Officer
has remained unchanged at his request. His bonuses are tied directly to the net
profit before income taxes of the overall Company and are approved on a
quarterly basis by the salary review committee. It is the committee's belief
that the CEO is undercompensated compared to the compensation paid to chief
executive officers by other companies in the industry of similar size and
performance. However, it is the CEO's desire to maintain his compensation in its
present range, with a major incentive for his performance taking the form of
increases in the value of his substantial stock ownership in Nobility.
Section 162(m) of the Internal Revenue Code, enacted in 1993, precludes
a public corporation from deducting compensation of more than $1 million each
for its chief executive officer or for any of its four other highest paid
officers. Certain performance-based compensation is exempt from this limitation.
Because non-exempt options and other forms of compensation to Nobility's
officers are not expected to be anywhere near $1 million, the salary review
committee does not presently have a policy regarding whether it would authorize
compensation that would not be deductible for Nobility for federal income tax
purposes by reason of Section 162(m).
Robert Holliday, Chairman
Richard Barberie
Robert Saltsman
8
SHAREHOLDER RETURN PERFORMANCE
The following graph compares Nobility's cumulative total shareholder
return on its common stock from November 1, 1998, to November 1, 2003, with the
cumulative total return of a peer issuer group selected by Nobility and the
Nasdaq Market Index.
[Graphic omitted]
1998 1999 2000 2001 2002 2003
NOBILITY HOMES, INC. 100.00 41.25 44.92 62.32 67.11 76.93
PEER GROUP INDEX 100.00 62.59 47.88 67.47 47.41 60.68
NASDAQ MARKET INDEX 100.00 165.06 194.13 97.35 78.33 113.76
(1) Nobility has selected the following peer issuer group for comparison
purposes:
Cavalier Homes, Inc. Oakwood Homes Corp.
Champion Enterprises, Inc. Palm Harbor Homes, Inc.
Clayton Homes, Inc. Skyline Corp.
Fleetwood Enterprises Southern Energy Homes
Liberty Homes, Inc. CL A
9
AUDIT COMMITTEE REPORT
The purpose of the audit committee is to assist the board of directors
in its oversight of management's conduct of Nobility's financial reporting
process. During the fiscal year ended November 1, 2003 the audit committee was
comprised of Messrs. Robert Saltsman, Robert Holliday and Richard Barberie, each
of whom is "independent" under current Nasdaq rules. For the fiscal year ended
November 1, 2003 the audit committee:
* Reviewed and discussed Nobility's fiscal 2003 financial statements
with management and representatives of Tedder, James, Worden &
Associates, P.A., Nobility's independent public accountants;
* Discussed with Tedder, James, Worden & Associates, P.A. the
matters required to be discussed by Statement on Auditing
Standards Nos. 61, 89 and 90;
* Received the written disclosures and the letter from Tedder,
James, Worden & Associates, P.A. required by Independence
Standards Board Standard No. 1, and discussed with Tedder, James,
Worden & Associates, P.A. its independence; and
i Based on the foregoing review, discussions and disclosures,
recommended to the board of directors that Nobility's audited
financial statements for the fiscal year ended November 1,
2003 be included in Nobility's annual report on Form 10-K for
the fiscal year.
Robert Saltsman, Chairman
Robert Holliday
Richard Barberie
10
CERTAIN TRANSACTIONS
Nobility is the owner and beneficiary of three life insurance policies
on the life of Terry E. Trexler, having an aggregate death benefit of
approximately $2 million. In September 2001 Nobility entered into an agreement
with Mr. Trexler, who presently owns 2,182,575 shares of Nobility's common
stock, providing that, upon his death, the proceeds of these life insurance
policies will be used to purchase shares of Company common stock from his
estate. The number of shares to be purchased will be determined by dividing the
amount of the insurance proceeds by the average closing price of Nobility's
common stock for the five days prior to Mr. Trexler's death.
During prior years Nobility paid premiums in the aggregate amount of
approximately $597,000 on two split dollar life insurance policies insuring Mr.
Trexler and naming his family as beneficiaries. The net cash surrender value of
these policies was pledged to Nobility as collateral for these advances.
Subsequent to November 1, 2003, all premiums previously paid by Nobility were
repaid.
Terry E. Trexler and Thomas W. Trexler each own 50% of the stock of
TLT, Inc., which develops, owns and manages manufactured home communities in
Florida that cater to the retirement market. During fiscal 2003, the Company had
sales to one TLT manufactured home community of $23,675. Management of Nobility
anticipates that TLT and related manufactured homes communities will continue to
purchase homes from Nobility during fiscal 2004 and beyond until TLT's
manufactured home communities are built out.
INDEPENDENT PUBLIC ACCOUNTANTS
On July 15, 2003, we dismissed our auditors, PricewaterhouseCoopers LLP
("PWC") and appointed Tedder, James, Worden & Associates, P.A. ("Tedder,
James")as our new independent auditors, effective July 15, 2003. This change was
approved by the audit committee.
During the two recent fiscal years ended November 2, 2002, and November
3, 2001, and the subsequent interim period through July 15, 2003, there were no
disagreements between us and PWC on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to PWC's satisfaction, would have caused PWC to
make reference to the subject matter of the disagreement in connection with its
reports on our financial statements for such years.
None of the reportable events described under Item 304(a)(1)(v) of
Regulation S-K occurred within the two fiscal years of Nobility ended November
2, 2002 and November 3, 2001 or within the subsequent interim period through
July 15, 2003.
The audit reports of PWC on our financial statements as of November 2,
2002 and for the fiscal years ended November 2, 2002 and November 3, 2001 did
not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.
11
During the two most recent fiscal years of Nobility ended November 2,
2002 and November 3, 2001 or within the subsequent interim period through July
15, 2003, Nobility did not consult with Tedder James on (i) the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that may be rendered on Nobility's financial
statements, and neither a written report nor oral advice was provided to
Nobility that Tedder James concluded was an important factor considered by
Nobility in reaching a decision as to any accounting, auditing or financial
reporting issues; or (ii) the subject of any disagreement, as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions, or reportable
event.
A letter from PWC is attached as an exhibit to our current report on
Form 8-K filed with the Securities and Exchange Commission on July 22, 2003.
The board of directors has selected Tedder, James, Worden & Associates,
P.A. to serve as our independent certified public accountants for the current
fiscal year ending November 6, 2004. That firm has served as our auditors
beginning on June 15, 2003 for the fiscal year ended November 1, 2003. A
representative of Tedder, James, Worden & Associates, P.A. is expected to be
present at the annual meeting of shareholders and will be accorded the
opportunity to make a statement, if he so desires, and to respond to appropriate
questions from shareholders.
The following table provides information relating to the fees PWC and
Tedder James billed or will bill to Nobility for the fiscal years ended November
1, 2003 and November 2, 2002.
Audit Audit-Related Tax All Other Total
Fees(1) Fees Fees(2) Fees Fees
---- ---- ---- ---- ----
Fiscal Year 2003
-- PWC $ 0 $ 10,000 $ 0 $ 765 $ 10,765
-- Tedder, James $ 45,000 $ 3,500 $ 9,500 $ 587 $ 58,587
Fiscal Year 2002
-- PWC only $ 69,000 $ 0 $ 12,500 $ 0 $ 81,500
(1)Audit fees include all fees and out-of-pocket expenses for services in
connection with the annual audit and review of quarterly financial statements
for Nobility.
(2)Tax fees are for preparation of federal and state income tax returns. The
audit committee discussed these services with PWC and Tedder, James and
determined that their provision would not impair PWC's or Tedder, James'
independence.
12
All decisions regarding selection of independent accounting firms and
approval of accounting services and fees are made by our audit committee in
accordance with the provisions of the Sarbanes-Oxley Act of 2002. There are no
exceptions to the policy of securing pre-approval of our audit committee for any
service provided by our independent accounting firm.
SHAREHOLDER PROPOSALS AND
COMMUNICATION WITH THE BOARD OF DIRECTORS
Any shareholder desiring to present a proposal to be included in
Nobility's proxy statement pursuant to Rule 14a-8 for the next annual meeting of
the shareholders scheduled to be held at the end of February 2005, should submit
a written copy of such proposal to the principal offices of Nobility no later
than October 9, 2004. Notice to Nobility of a shareholder proposal submitted
otherwise than pursuant to Rule 14a-8 will be considered untimely if received by
Nobility after December 11, 2004, and the persons named in proxies solicited by
Nobility's board for its annual meeting of shareholders to be held in 2005 may
exercise discretionary voting power with respect to any such proposal as to
which Nobility does not receive timely notice. Proposals should be submitted by
certified mail, return receipt requested.
Shareholders who wish to communicate with the board of directors or
with a particular director may send a letter to the Secretary of Nobility at
P.O. Box 1659, Ocala, Florida 34478. The mailing envelope should contain a clear
notation indicating that the enclosed letter is a "Shareholder-Board
Communication" or "Shareholder-Director Communication." All such letters should
identify the author as a shareholder and clearly state whether the intended
recipients are all members of the board or just certain specified individual
directors. The Secretary will make copies of all such letters and circulate them
to the appropriate director or directors.
Nobility does not have a formal policy requiring directors to attend
annual meetings. However, because the annual meeting generally is held on the
same day as a regular board meeting, Nobility anticipates that directors would
attend the annual meeting unless, for some reason, they are unable to attend the
board meeting on the same date. All directors attended the 2003 annual meeting.
ANNUAL REPORT
A copy of Nobility's annual report for the fiscal year ended November
1, 2003, accompanies this proxy statement. Any shareholder who would like an
additional copy of the annual report may obtain one by writing the Treasurer of
Nobility at Post Office Box 1659, Ocala, Florida 34478.
OTHER MATTERS
Management does not know of any other matters to come before the
meeting. However, if any other matters properly come before the meeting, it is
the intention of the persons designated as proxies to vote in accordance with
their best judgment on such matters.
13
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by Nobility. Nobility does
not expect to pay any compensation for the solicitation of proxies but may
reimburse brokers and other persons holding stock in their names, or in the
names of nominees, for their expenses of sending proxy material to principals
and obtaining their proxies.
Please specify your choices, date, sign and return the enclosed proxy
in the enclosed envelope, postage for which has been provided. Prompt response
is helpful. Your cooperation will be appreciated.
Date: February 6, 2004
14
|X| PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE NOBILITY HOMES, INC.
With- For all
For hold Except
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL Proposal 1. Election of Directors |_| |_| |_|
MEETING OF SHAREHOLDERS FEBRUARY 27, 2004 nominated by the
Board of Directors
(except as marked to the
contrary below):
The undersigned, having received the Notice of Annual Meeting of
Shareholders and Proxy Statement appoints Terry E. Trexler and Jean
Etheredge, and each or either of them, as proxies, with full power of
substitution and resubstitution, to represent the undersigned and to vote
all shares of common stock of Nobility Homes, Inc., which the undersigned
is entitled to vote at the Annual Meeting of Shareholders of the Company
to be held on February 27, 2004 and at any and all adjournments thereof,
in the manner specified.
Terry E. Trexler, Richard C. Barberie, Robert P.
Holliday, Robert P. Saltsman and Thomas W. Trexler
INSTRUCTION: To withhold authority to vote for any
individual nominee, mark "For All Except" and write
that nominee's name in the space provided below.
-------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO
DIRECTION IS INDICATED, WILL BE VOTED "FOR" ELECTION
OF THE DIRECTORS.
Should any other matters requiring a vote of the
shareholders arise, the above named proxies are
authorized to vote the same in accordance with their
best judgment in the interest of the Company. The
Board of Directors is not aware of any matter which
is to be presented for action at the meeting other
than the matters set forth herein.
Please be sure to sign and date Date
This Proxy in the box below.
------------------------------------ Please sign exactly as name appears hereon. Joint
owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian, please
give full title as such.
Shareholder sign above Co-holder (if any) sign above
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Detach above card, sign, date and mail in postage paid envelope provided.
NOBILITY HOMES, INC.
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PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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