SETTLEMENT AGREEMENT
Exhibit
99.1
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, Xxxxxxx Brothers, LTD., K-Xxxxxxx,
LLC, X-Xxxxxxx, LLC, B-Xxxxxxx, LLC, Federal Investors Servicing, LTD., Federal
Investors Management, L.C., Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxxx X.
Xxxxxxx, Xxxxx X. Xxxxxxx and Xxxxxxx X. X’Xxxxxx (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 Xxxxxx X. Xxxxxxx 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
Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxx (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.
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(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:
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(i)
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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
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(ii)
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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.
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(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 Xxxxxx X. Xxxxxxx 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.
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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:
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(i)
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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”);
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(ii)
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Seek
to advise or influence any Person with respect to the voting of any
securities of the Company;
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(iii)
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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;
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(iv)
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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;
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(v)
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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
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(vi)
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Enter
into any discussions or arrangements with any third party with respect to
any of the foregoing.
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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:
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(a)
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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 xxx, 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).
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(b)
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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 xxx, 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).
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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.
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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.
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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.
00 Xxxxxx
Xxxxxxxxx 100
Addison,
Alabama 35540
Attn:
Xxxxx Xxxxxx
Fax:
(000) 000-0000
With a
copy
to: Xxxx,
Xxxxxx & Xxxx
X.X. Xxx
000
or
0000
00xx
Xxxxxx
Xxxxxxxxxx,
XX 00000
Attn:
Xxxx X Xxxx
Fax:
(000) 000-0000
If to the
Committee
or any
Committee
Member: Legacy
Housing, LTD.
00000 Xxxxx Xxxxx, Xxxxx 000, XX
00
Xxxxxx,
Xxxxx 00000
Attn:
Xxxxxx X. Xxxxxxx
Fax:
(000) 000-0000
With a
copy
to: Xxxxxx
Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP
Park
Avenue Tower
00 Xxxx
00xx Xxxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxx Xxxxxxx
Fax:
(000) 000-0000
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.
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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]
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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.
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CAVALIER
HOMES, INC.
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By:
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/s/ Xxxxx X. Xxxxxxx |
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Name:
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Xxxxx
X. Xxxxxxx
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Title:
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Chairman
of the Board of Directors
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By:
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GLPH,
LC, its general partner
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By:
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/s/ Xxxxxxx X. Xxxxxxx |
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Name:
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Xxxxxxx
X. Xxxxxxx
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Title:
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President
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GPLH,
LC
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By:
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/s/ Xxxxxxx X. Xxxxxxx |
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Name:
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Xxxxxxx
X. Xxxxxxx
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Title:
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President
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XXXXXXX
BROTHERS, LTD.
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By:
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K-Xxxxxxx,
LLC, its general partner,
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By:
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/s/ Xxxxxxx X. Xxxxxxx |
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Name:
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Xxxxxxx
X. Xxxxxxx
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Title:
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President
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K-XXXXXXX,
LLC
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By:
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/s/ Xxxxxxx X. Xxxxxxx |
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Name:
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Xxxxxxx
X. Xxxxxxx
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Title:
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President
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X-XXXXXXX,
LLC
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By:
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/s/ Xxxxxxx X. Xxxxxxx |
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Name:
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Xxxxxxx
X. Xxxxxxx
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Title:
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President
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B-XXXXXXX,
LLC
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By:
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/s/ Xxxxx X. Xxxxxxx |
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Name:
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Xxxxx
X. Xxxxxxx
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Title:
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President
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FEDERAL
INVESTORS SERVICING, LTD
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By:
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Federal
Investors Management, L.C.,
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its
general partner
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By:
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/s/ Xxxxxxx X. Xxxxxxx |
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Name:
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Xxxxxxx
X. Xxxxxxx
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Title:
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Manager
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FEDERAL
INVESTORS MANAGEMENT, L.C.
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By:
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/s/ Xxxxxxx X. Xxxxxxx |
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Name:
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Xxxxxxx
X. Xxxxxxx
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Title:
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Manager
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| /s/ Xxxxxxx X. Xxxxxxx |
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XXXXXXX
X. XXXXXXX
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/s/
Xxxxxx X. Xxxxxxx
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XXXXXX
X. XXXXXXX
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/s/
Xxxxxxx X. Xxxxxxx
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XXXXXXX
X. XXXXXXX
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| /s/ Xxxxx X. Xxxxxxx |
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XXXXX
X. XXXXXXX
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/s/
Xxxxxxx X. X’Xxxxxx
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XXXXXXX
X. X’XXXXXX
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