SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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 to Section240.14a-11(c) or
Section240.14a-12
LIBERTY HOMES, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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LIBERTY HOMES, INC.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 29, 1999
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To the Shareholders:
The Annual Meeting of Shareholders of Liberty Homes, Inc. will be held at
the Goshen Inn, U.S. Highway 33 East, Goshen, Indiana, on Thursday, April 29,
1999 at 9:00 AM, Eastern Standard Time, for the following purposes:
(1) To elect five directors for the ensuing year.
(2) To transact such other business as may properly come before the meeting.
All shareholders of record at the close of business on March 15, 1999 are
entitled to notice of the Annual Meeting. ONLY SHAREHOLDERS OF CLASS B COMMON
STOCK ARE ENTITLED TO VOTE AT THE ANNUAL MEETING IN PERSON OR BY DULY AUTHORIZED
PROXY.
Accompanying this notice is a copy of the Company's annual report for the
year 1998.
By Order of the Board of Directors
Edward Joseph Hussey
SECRETARY
Goshen, Indiana
March 31, 1999
IMPORTANT
Liberty Homes, Inc. invites each of its shareholders to attend the Annual
Meeting. If you are a shareholder of Class B Common Stock and are unable to be
present at the meeting, it is important that you, whether you are the owner of
one or more shares of Class B Common Stock, sign and return the enclosed
proxy. An envelope on which postage will be paid by the Company is enclosed
for that purpose. Returning your executed proxy will make certain that you are
represented at the Annual Meeting. Your cooperation will be appreciated.
LIBERTY HOMES, INC.
PO BOX 35, GOSHEN, INDIANA 46527
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PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 29, 1999
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SOLICITATION OF PROXIES
This proxy statement is furnished to the shareholders of Liberty Homes,
Inc., an Indiana corporation (the "Company"), in connection with a solicitation
of proxies by the Board of Directors of the Company for the Annual Meeting of
Shareholders to be held on April 29, 1999 at 9:00 AM. (Eastern Standard Time),
or any adjournment thereof (the "Annual Meeting"). Proxies so given may be
revoked at any time prior to the voting thereof by giving written notice to the
Secretary of the Company or at the meeting by voting by ballot and thereby
canceling any proxies previously returned. Proxies will be solicited by mail and
proxy soliciting material will be furnished to brokerage houses, custodians,
nominees and fiduciaries upon request for forwarding to the beneficial owners of
the Company's Class B Common Stock, $1.00 par value (the "Class B Common
Stock"), held of record by such persons. The cost of solicitation will be borne
by the Company. This proxy statement and enclosed proxy card are being sent to
shareholders on or about March 31, 1999.
SHARES OUTSTANDING AND VOTING RIGHTS
The Company has authorized and outstanding two classes of Common Stock: the
Class A Common Stock, $1.00 par value and the Class B Common Stock, $1.00 par
value. All shares of Class A Common Stock are non-voting securities. ONLY
HOLDERS OF CLASS B COMMON STOCK ARE ENTITLED TO VOTE. The Board of Directors has
fixed the close of business on March 15, 1999 as the record date for the
determination of shareholders entitled to notice of and/or to vote at the Annual
Meeting. On that date, the Company had outstanding 2,208,296 shares of Class A
Common Stock and 1,727,759 shares of Class B Common Stock. Each share of Class B
Common Stock entitles its holder to one vote, executed in person or by properly
executed proxy on each matter to be considered at the Annual Meeting. THE
HOLDERS OF CLASS A COMMON STOCK ARE ONLY ENTITLED TO NOTICE OF THE ANNUAL
MEETING AND CANNOT VOTE ON ANY OF THE MATTERS DESCRIBED HEREIN.
1
The following table sets forth the beneficial ownership of the only persons
known by the Company to be the beneficial owner of more than 5% of any class of
the Company's voting securities.
NUMBER OF
SHARES
NAME OF ADDRESS OF BENEFICIAL BENEFICIALLY PERCENT
TITLE OF CLASS OWNER OWNED OF CLASS
- --------------------------------------------- ---------------------------------- ----------- ---------
Class B Common Stock......................... Hussey Investments L.P. 880,881 51.0%
an Indiana limited partnership
Edward J. Hussey (1)
Edward Joseph Hussey (2)
Michael F. Hussey (2)
John P. Hussey (2)
Nancy A. Parrish (2)
PO Box 35
Goshen, IN 46527
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(1) Edward J. Hussey is a limited partner in Hussey Investments L.P. and
accordingly has a pecuniary interest in the shares of Class B Common Stock
owned by Hussey Investments L.P. Edward J. Hussey has no voting or
investment power over such shares and accordingly disclaims beneficial
ownership of such shares.
(2) Edward Joseph Hussey, Michael F. Hussey, John P. Hussey and Nancy A. Parrish
are the general partners of Hussey Investments L.P. and accordingly share
voting and investment control over the shares of Class B Common Stock owned
by that limited partnership.
FILINGS UNDER SECTION 16(a)
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's Directors and executive officers and persons who own more than 10% of
a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership of such securities with the Securities and
Exchange Commission. Directors, executive officers and greater than 10%
beneficial owners are required by applicable regulations to furnish the Company
with copies of all Section 16(a) forms they filed.
Based solely upon a review of the copies of these forms furnished to the
Company and representations from certain reporting persons that no Forms 5 were
required, the Company believes that during 1998 all Directors, executive
officers and greater than 10% beneficial owners complied with all applicable
filing requirements.
ELECTION OF DIRECTORS
Under the By-Laws of the Company, five directors are to be elected at the
Annual Meeting to hold office for the ensuing year or until their successors are
elected and qualified. Directors will be elected by plurality of the votes cast.
It is the present intention of the persons named in the accompanying proxy to
vote such proxy for the election of the persons named in the following table.
If, on account of death or unforeseen contingencies, any of the nominees
designated in the table shall not be available for election, the persons named
in the accompanying proxy reserve the right to vote such proxy for such other
person or persons as they shall determine.
2
Although Indiana law and the Articles of Incorporation and By-Laws of the
Company are silent on the issue, it is the intent of the Company that proxies
received which contain abstentions or broker non-votes as to any matter will be
included in the calculation of the presence of a quorum, but will not be counted
as votes cast for or against the action to be taken on the matter. Therefore,
abstentions or broker non-votes will have no effect in the election of
directors.
The persons named in the following table have been nominated by the Board of
Directors for election at the Annual Meeting. All are presently directors of the
Company. Except as otherwise indicated below, the business address of each of
the directors of the Company is PO Box 35, Goshen, Indiana 46527. The following
table sets forth certain other information with respect to each nominee.
CLASS A COMMON STOCK
BENEFICIALLY OWNED AS
OF CLASS B COMMON STOCK
MARCH 15, 1999 BENEFICIALLY OWNED AS
(PERCENT OF MARCH 15, 1999
NAME OF CLASS)(1)(2) (PERCENT OF CLASS)(2)
- ------------------------------------------------------------- --------------------- ---------------------
EDWARD J. HUSSEY, age 81, has been President and a Director
of the Company (or its predecessors) since 1960, and is the
father of Edward Joseph Hussey and Michael F. Hussey.(3)... -0- (-0-) -0- (-0-)
EDWARD JOSEPH HUSSEY, age 51, has been Vice
President-Secretary of the Company since 1985 and has been
a Director of the Company since 1981. Since 1975 he has
been associated with the law firm of Hodges & Davis PC,
where he currently is a shareholder. He is a son of Edward
J. Hussey.(4)(5)(6)........................................ 1,276,619 (57.8%) 945,653 (54.6%)
DAVID M. HUFFINE, age 50, has been President of I.M. Homes,
Inc., since 1997. Prior thereto, he was President of Sky
View Homes, Inc., Chairman of the Board of Rampart
Investigations, and Senior Vice President of Calumet
Securities Corporation. He has been a Director of the
Company since 1988.(7)..................................... -0- (-0-) -0- (-0-)
MICHAEL F. HUSSEY, age 42, has been Vice President-Finance
and Assistant Secretary since 1984 and has been employed by
the Company since 1980. He has been a Director of the
Company since 1988. He is a son of Edward J.
Hussey.(5)(6).............................................. 1,276,054 (57.8%) 945,088 (54.6%)
MITCHELL DAY, age 43, has been President of Day Equipment
Corporation, since 1984. Prior thereto, he was a Vice
President with the same corporation. He has been a Director
of the Company since 1995.................................. -0- (-0-) -0- (-0-)
All Directors and Officers as a group........................ 1,300,454 (58.9%) 1,009,860 (58.4%)
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(1) All shares of Class A Common Stock are non-voting securities.
3
(2) Except as noted in footnote (6), each individual director and officer has
sole investment power with respect to the shares of Class A Common Stock and
except as noted in footnote (5), has sole voting and investment power with
respect to the shares of Class B Common Stock, owned by them and included in
the table.
(3) Edward J. Hussey is a limited partner in Hussey Investments L.P. an Indiana
limited partnership which owns shares of Class B Common Stock. He also is a
limited partner in Hussey Endeavors L.P., an Indiana limited partnership
which owns Class A Common Stock. Edward J. Hussey disclaims beneficial
ownership of all such shares.
(4) The Company uses the services of Edward Joseph Hussey's law firm in various
matters related to its business. During 1998, the Company paid $19,290 for
such services.
(5) Includes 880,881 shares of Class B Common Stock owned by Hussey Investments
L.P, an Indiana limited partnership. Edward Joseph Hussey and Michael F.
Hussey are general partners of Hussey Investments L.P, and as such, share
with the other general partners voting and investment control over the
shares of Class B Common Stock owned by that partnership.
(6) Includes 1,253,219 shares of Class A Common Stock owned by Hussey Endeavors
LP, an Indiana limited partnership. Edward Joseph Hussey and Michael F.
Hussey are general partners of Hussey Endeavors LP, and as such, share with
the other general partners investment control over the shares of Class A
Common Stock owned by that partnership.
(7) During 1998, The Company sold $1,198,384 of its product in arms length
transactions to I.M. Homes, Inc.
The Board of Directors of the Company held four meetings during 1998. Mr.
Day and Mr. Huffine attended in person fewer than 75% of these meetings.
However, the actions taken by the Board in their absence were reviewed with Mr.
Day and Mr. Huffine over the telephone and in all cases Mr. Day and Mr. Huffine
concurred in the actions taken.
The Board of Directors has an Audit Committee consisting of Mr. Day, Mr.
Huffine and Michael F. Hussey. The Audit Committee met once during 1998.
The Company does not pay fees to members of the Board of Directors for
serving in such capacity.
4
EXECUTIVE COMPENSATION
Shown below is information concerning the annual compensation for services
in all capacities to the Company for the fiscal years ended December 31, 1998,
1997 and 1996, of those persons who were, (i) at anytime during the last
completed fiscal year, the chief executive officer and (ii) the other four most
highly compensated executive officers of the Company as of December 31, 1998
(the named officers):
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
ANNUAL COMPENSATION --------------------
--------------------------------- STOCK LONG TERM ALL
OTHER ANNUAL OPTIONS INCENTIVE OTHER
NAME & PRINCIPAL POSITION YEAR SALARY BONUS(1) COMP. & AWARDS PAYOUTS COMP(2)
- -------------------------------- ---- -------- -------- ------------- -------- --------- -------
1998 $240,000 $442,000 -- -- -- --
Edward J. Hussey................ 1997 240,000 344,000 -- -- -- --
Chairman & President 1996 240,000 442,000 -- -- -- --
1998 124,800 299,840 -- -- -- $16,809
Edward Joseph Hussey............ 1997 114,400 258,640 -- -- -- 17,341
VP & Sec 1996 104,000 273,200 -- -- -- 13,086
1998 124,800 299,840 -- -- -- $16,809
Michael F. Hussey............... 1997 114,400 258,640 -- -- -- 17,341
VP-Finance 1996 104,000 273,200 -- -- -- 13,086
1998 71,500 72,200 -- -- -- --
Marc A. Dosmann................. 1997 68,900 56,340 -- -- -- --
VP & CFO 1996 66,300 68,040 -- -- -- --
1998 71,500 72,200 -- -- -- --
Bruce A. McMillan............... 1997 68,900 51,340 -- -- -- --
VP-Sales 1996 66,300 63,040 -- -- -- --
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(1) Includes amounts awarded under the Company's key employee bonus plan
(described below) for the respective fiscal years even if deferred, as well
as discretionary bonuses.
(2) Amount represents the time value calculated on the annual life insurance
premiums paid by the Company for the respective trusts in accordance with
the split dollar insurance plan described below. The time value was
calculated using the effective interest rate method over 9 years, at a
discount rate of 7%. The premiums paid by the Company are to be repaid by
the trusts upon the death of the insureds or the termination of the policies
by the trusts.
5
EMPLOYMENT CONTRACTS
The services of Edward Joseph Hussey and Michael F. Hussey as executive
officers of the Company are provided under employment agreements dated September
14, 1993. Both employment agreements are on an "at-will" basis terminable at any
time by the Company or the executive and provide for a base salary determined
and reviewed by the Company at least annually, the same types of benefits
accorded to other executives of the Company and for continuance of a split
dollar insurance plan during the period of employment and thereafter on
specified conditions. If termination of employment results from death, the
deceased executive's legal representative will be entitled to receive the earned
obligations under the employment agreements, including (i) full base salary
through the end of the then current fiscal year, (ii) any incentive payments for
the last fiscal year, and (iii) any previously deferred compensation (such
earned obligations, including those described in items (i) (ii) and (iii) are
referred to as "Accrued Obligations") and the split dollar insurance plan will
continue for the benefit of the executive's legal representative or designated
beneficiary. If termination of employment results from the executive's
disability or retirement, the executive will receive the Accrued Obligations and
the split dollar insurance plan shall be continued for the benefit of the
executive or the executive's legal representative or designated beneficiary. If
employment is terminated for any reason other than death, disability or
retirement, the executive will have no further rights under the employment
agreement nor to any benefits under the split dollar insurance plan.
COMPENSATION COMMITTEE REPORT
SPLIT DOLLAR INSURANCE PLAN
The Company is a party to split dollar insurance plans effective June
11,1993, which provide additional compensation to Edward Joseph Hussey and to
Michael F. Hussey in the form of cash compensation and in assisting certain
trusts established by them to pay premiums on certain policies of life insurance
owned by the trusts. Under the split dollar insurance plans, the Company and the
trusts each pay part of the premium for those insurance policies. Upon the death
of the insureds, each trust has agreed to pay the Company an amount equal to all
premium payments made by the Company. Upon termination of either of the split
dollar insurance plans by the respective trust's surrender of the insurance
policy, delivery of notice of termination to the Company or failure to make a
required premium contribution, each trust has agreed to pay to the Company the
cash surrender value of the insurance policy, but not more than an amount equal
to all premium payments made by the Company relating to that policy.
COMPENSATION PRINCIPLES
The foundation of the executive compensation program is based on beliefs and
guiding principles designed to align compensation with business strategy,
company values and management initiatives. The program:
-- Integrates compensation programs with both the company's annual and
longer-term strategic planning and measurement processes.
-- Supports a performance-oriented environment that rewards performance not
only with respect to company goals but also company performance as
compared to that of industry performance levels.
-- Attracts and retains key executives critical to the long-term success of
the company.
6
KEY EMPLOYEE BONUS PLAN
The Company's key employee bonus plan covers all key employees, including
all executive officers, of the Company. Participants are eligible to receive a
bonus established as a percentage of their base salary, which percentage may
depend upon the extent to which certain financial results are attained. Bonuses
are determined quarterly, on a cumulative basis, for each calendar year. Each
participant receives part of his bonus payment at the time the Company's
earnings reports for the applicable quarter are released to the public. The
balance of a participant's bonus is paid at the time the Company's annual
earnings are released to the public. Payments are made only if such participant
is employed by the Company on that date. Amounts paid and accrued under the Key
Employee Bonus Plan during 1998 are included in the compensation table above.
COMPENSATION OF THE COMPANY'S CHIEF EXECUTIVE OFFICER AND PRESIDENT
The compensation of the Company's Chief Executive Officer and President, Mr.
Edward J. Hussey, is based upon the Compensation Principles and Key Employee
Bonus Plan described above. Mr. Hussey's base salary is determined by
considering the salaries of CEOs in similar sized businesses and competitor
companies. The remaining portion of his compensation is tied to the Company's
annual performance.
COMPENSATION COMMITTEE
Michael F. Hussey
David M. Huffine
Mitchell Day
SHAREOWNER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareowner return on the Company's Class A and Class B
Common Stock against the cumulative total return of the Dow Jones Equity Market
Index and the Dow Jones Home Construction Index for the period of five fiscal
years ending December 31, 1998.
7
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG
LIBERTY HOMES, INC., DOW JONES EQUITY MARKET INDEX
AND DOW JONES HOME CONSTRUCTION INDEX
FISCAL YEAR ENDING DECEMBER 31
PERFORMANCE GRAPH
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
1993 1994 1995 1996 1997 1998
Class A Common Stock 100 102 140 153 101 129
Class B Common Stock 100 98 136 148 122 150
Dow Jones Equity Index 100 101 139 171 229 294
Dow Jones Home Construction Index 100 68 101 97 150 160
Assuming that the value of the investment in Liberty Homes, Inc. Class A and
Class B Common Stock and each index was $100 on December 31, 1993 and all
dividends were reinvested.
RELATIONSHIP WITH INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The accounting firm of Crowe, Chizek and Company LLP served as the Company's
independent public accountants for the fiscal year ended December 31, 1998. It
is presently intended that Crowe, Chizek and Company LLP will serve as the
Company's accountants for the fiscal year ending December 31, 1999. It is
anticipated that a representative of Crowe, Chizek and Company LLP will be
present at the Annual Meeting and will be given the opportunity to make a
statement if desired and to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Any shareholder who intends to present a proposal for consideration at next
year's Annual Meeting of Shareholders, and who desires to have the proposal
considered for inclusion in the Company's proxy statement related to next year's
Annual Meeting, must see that the proposal is received in the Company's
8
offices in Goshen, Indiana no later than December 5, 1999. Submission of a
proposal to the Company does not necessarily mean that it will be included in
the Company's proxy statement.
OTHER MATTERS
The Board of Directors does not intend to present any item of business at
the Annual Meeting other than as specifically set forth in the Notice of
Meeting. However, it is the intention of the persons named in the enclosed proxy
to vote such proxy in accordance with their judgment on any such additional
matters that may properly come before the meeting. A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K TO THE SECURITIES AND EXCHANGE COMMISSION FOR THE
YEAR ENDED DECEMBER 31, 1998 WILL BE FURNISHED WITHOUT CHARGE TO SHAREHOLDERS OF
RECORD AS OF MARCH 15, 1999 UPON WRITTEN REQUEST TO MR. EDWARD JOSEPH HUSSEY,
LIBERTY HOMES, INC., PO BOX 35, GOSHEN, INDIANA 46527.
By Order of the Board of Directors
Edward Joseph Hussey
SECRETARY
9
PROXY
LIBERTY HOMES, INC.
PO BOX 35
GOSHEN, INDIANA 46527
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby authorizes and appoints Edward J. Hussey and Ralph D.
Ray, and each of them, with full power of substitution, as proxies of the
undersigned, and hereby authorizes them to represent and to vote, as designated
below, all the shares of Class B Common Stock of Liberty Homes, Inc. held of
record by the undersigned on March 15, 1999, at the Annual Meeting of
Shareholders to be held on April 29, 1999, or any adjournment thereof. PLEASE
NOTE THAT ONLY HOLDERS OF CLASS B COMMON STOCK ARE ENTITLED TO VOTE ON THE
MATTERS LISTED BELOW.
1. Election of Directors
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(EXCEPT AS MARKED TO THE CONTRARY to vote for all nominees listed
BELOW) below
INSTRUCTIONS:
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, DRAW A LINE THROUGH
THE NOMINEE'S NAME IN THE LIST BELOW.
Edward J. Hussey, Edward Joseph Hussey, David M. Huffine, Michael F. Hussey,
Mitchell Day
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(over)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTORS.
Dated _____________________, 1999
__________________________________
Signature
__________________________________
Signature
(Where stock is registered in
joint tenancy, all tenants should
sign. Persons signing as
Executors, Administrators,
Trustees, or the like, should so
indicate.)
PLEASE DATE, SIGN, AND RETURN THIS
PROXY IN THE ENCLOSED ENVELOPE.