The Cavalier Homes Committee for Change Sends Second Letter to Stockholders
May 04 2009 - 3:45PM
PR Newswire (US)
Urges Stockholders to Vote FOR the Committee's Nominees on the GOLD
Proxy Card FORT WORTH, Texas, May 4 /PRNewswire/ -- The members of
the Cavalier Homes Committee for Change (the "Committee") announced
today that it has sent a second letter to the stockholders of
Cavalier Homes, Inc. (the "Company") (NYSE Alternext US: CAV)
urging stockholders to elect its three highly qualified and
experienced director nominees, Michael R. O'Connor, Kenneth E.
Shipley, and Curtis D. Hodgson, at the Company's 2009 annual
meeting of stockholders scheduled to be held on May 19, 2009. The
members of the Committee beneficially own an aggregate of 1,694,892
shares of common stock of the Company, representing approximately
9.6% of the outstanding shares of the Company's common stock. The
full text of the letter follows: May 4, 2009 VOTE THE GOLD PROXY
CARD FOR CHANGE YOU CAN BELIEVE IN! Dear Fellow Stockholders: As
significant stockholders of Cavalier Homes, Inc. ("Cavalier" or the
"Company") (NYSE Alternext US: CAV), we are deeply concerned that
the Company's current Board has no real plan to rebuild value at
Cavalier. The members of the Cavalier Homes Committee for Change
(the "Committee") own approximately 9.6% of the outstanding shares
of the Company and have a direct interest in maximizing the value
of Cavalier's shares. We are therefore seeking your support to
elect our slate of director nominees, Michael R. O'Connor, Kenneth
E. Shipley, and Curtis D. Hodgson, at the Company's 2009 annual
meeting of stockholders, scheduled to be held on May 19, 2009, to
make the changes necessary to restore profitability. The Committee
urges stockholders to vote FOR the Committee's highly experienced
and qualified director nominees on the GOLD proxy card. On April
29, 2009, the current Board, at the Company's expense, sent another
letter to stockholders claiming they have been "proactive" in their
response to market conditions. We do not believe they have. Their
letter would have stockholders believe that our nominees have been
"fast and loose" with the facts. We would like to set the record
clear. Here are the undeniable facts. FACT: Cavalier recently
reported in its latest quarterly report that its first quarter
market share in Cavalier's "core" 11 states decreased from 10.0% to
8.8%, despite the fact that the number of companies operating in
this market has significantly decreased. Patriot and Fleetwood have
each gone bankrupt, Palm Harbor closed its North Carolina plant and
General Homes closed its Georgia facility. With the decrease in the
number of companies serving this core market, we question which
manufacturers have picked up this market share: Horton Homes?
Clayton Homes? River Birch Homes? We believe Cavalier clearly has
not. FACT: Industry-wide shipments of manufactured homes to
Cavalier's core states (excluding the partial states of Florida,
Missouri, and Oklahoma) were down only 16% from 2006 to 2008, but
Cavalier's shipments to these core states were down 26% during the
same period! In 2009, while industry statistics show January's
shipments down by 33% in these core states, Cavalier's first
quarter revenues were down a whopping 60%! As the numbers show, in
Cavalier's core states, their market share is rapidly eroding. We
believe cost cutting, without a real plan for revenue growth, will
simply result in more pain for stockholders. Instead of
"weather[ing] the storm," by liquidating asset after asset after
asset to maintain the appearance of profitability, we believe the
Board needs a serious business plan to either improve revenue or
regain market share. FACT: Cavalier states in their letter
(inclusive of grammatical error) "Has worked to provided wholesale
floor plan financing." We ask the Board to explain what they have
accomplished, since their latest quarterly report merely states,
"We continue to explore alternatives to the current crisis in
wholesale floor plan lending for our independent dealers to enable
them to purchase our products." Is this what they mean by
"proactive"? It's already May 2009 and we believe the Board has yet
to produce a wholesale financing plan, other than to say they
intend to use cash in the future to provide financing. We have been
encouraging the Board to develop a wholesale floor plan program
since May 2008! And again in June 2008! And again in November 2008!
GE, Textron and 21st Mortgage all announced last year that they
would no longer provide floor plan financing to Cavalier's
retailers, yet the self-described "proactive" Board has still
failed to act. FACT: Cavalier "divested" its retail financing
business by selling CIS. The Board states in its letter that they
left this business "...because it eliminated the risk in Cavalier's
retail finance business, freed up capital and allowed management to
focus on the Company's core manufacturing operations." Was the
Board unaware of the fact that a government program had already
been announced to reduce the risk in the retail finance business
(Subtitle B of Title II of the Housing and Economic Recovery Act of
2008; Public Law 110-289, "The FHA Manufactured Housing Loan
Modernization Act of 2008," approved July 30, 2008)? FACT:
Cavalier's revenues in the first quarter of 2009 are down 60% from
the first quarter last year, while SG&A expenses only decreased
27%! The Company appears to applaud itself for improving its gross
margins; however, according to their first quarter earnings
conference call held on April 24, 2009, gross margins (excluding
certain items) were approximately just 17%, which included a 2.5%
decrease in the cost of raw materials. We believe the conference
call revelations leave little doubt that the Company is actually
suffering significant losses from continuing to operate a single
line of business -- manufacturing. In fact, Cavalier's five
remaining manufacturing plants are operating at only 27% capacity,
a level which we believe will produce sizeable operating losses.
FACT: In the Board's recent letter to stockholders they do not
dispute the Committee's statement that bonuses may be paid under
the current compensation plan despite declines in market share and
an extreme decline in revenue. They do not dispute that Barry
Donnell has received over $7.0 million dollars in compensation from
the Company. They do not dispute that they continue to use a skybox
for Alabama football games as (in their words) a "sales tool." They
cannot dispute that they chartered a private jet last August (and
paid two lawyers to accompany them) as they flew from Alabama to
Georgia to North Carolina, to announce the termination of David
Roberson, the former Chief Executive Officer of the Company. With
the Company's revenue stream in a freefall, we question whether
these extravagant expenses are worthwhile for stockholders. FACT:
The Board claims Legacy and Cavalier are "direct" competitors of
the Company. Do not be fooled. National companies such as
Fleetwood, Champion, Palm Harbor, Clayton, Patriot, Southern Energy
and previously, Oakwood, Tidwell and Cavalier, have all maintained
manufacturing facilities in both Texas and the southeast,
separately serving the different markets. Texas manufacturers
simply do not directly compete with southeastern manufacturers. The
transportation costs and regulations simply make the cost of
competition prohibitive. In our opinion, over the last ten years,
this self-proclaimed "proactive" Board has overseen the dwindling
of Cavalier's independent dealer base, massive declines in
quarterly revenues by approximately 85%, cumulative losses mounting
to over $75 million, and the disintegration of total assets from
approximately $244 million to $76 million. We are seeking minority
representation on the Board to protect our investment and the
investment of all stockholders in the Company. Our nominees
understand and take seriously their fiduciary duty to Cavalier and
will always put the interests of stockholders first! Our
Committee's plan for restoring profitability to the Company
includes, among other things, taking real steps to expand into
retail and wholesale floor plan financing and rebuilding the
Company's brand names. As significant investors, our
highly-qualified nominees would exercise their fiduciary
responsibility to act in the best interests of all stockholders to
maximize stockholder value. The Committee urges all stockholders to
vote the GOLD proxy card to elect its three Nominees. Collectively,
the Nominees have over 100 years of experience in the manufactured
home industry and have the incentive and commitment as large
investors to restore value to the Company. Vote for change on the
GOLD consent card -- Today! YOUR SUPPORT on the enclosed GOLD proxy
will make a difference! Feel free to call us any time. Curt Hodgson
Kenny Shipley Mike O'Connor 972-333-0216 806-894-7212 505-328-7744
To elect the Committee's nominees, we urge all stockholders to sign
and return the GOLD Proxy whether or not you have already returned
a white proxy sent to you by the Company. The Committee urges all
stockholders not to sign or return any white proxy sent to you by
the Company. Instead, the Committee recommends that you use the
GOLD Proxy and vote by mail or if you own your shares through a
bank or a broker, you may vote by telephone or internet. If you
have already returned the white proxy, you can effectively revoke
it by voting the GOLD Proxy. Only your latest-dated proxy will be
counted. If you have any questions or need assistance in voting the
GOLD Proxy, please contact our proxy solicitor, Okapi Partners, at
the toll-free number or email address listed below. Call Toll-Free:
1-877-259-6290 or Email: DATASOURCE: Cavalier Homes Committee for
Change CONTACT: Media, Steven Balet, +1-212-297-0724, for Cavalier
Homes Committee for Change
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