JOINT FILING AND SOLICITATION AGREEMENT
Exhibit 99.1
WHEREAS,
certain of the undersigned are stockholders, direct or beneficial, of Cavalier
Homes, Inc., a Delaware corporation (“Cavalier”); and
WHEREAS,
Legacy Housing, LTD., a Texas limited partnership (“Legacy”), GPLH, LC, a Texas
limited liability company, Xxxxxxx Brothers, LTD., a Texas limited partnership,
K-Xxxxxxx, LLC, a Texas limited liability company, X-Xxxxxxx, LLC, a Texas
limited liability company, B-Xxxxxxx, LLC, a Texas limited liability company,
Federal Investor Servicing, LTD, a Texas limited partnership, Federal Investors
Management, L.C., a Texas limited liability company, Xxxxxxx X. Xxxxxxx, Xxxxxxx
X. Xxxxxxx, Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx and Xxxxxxx X. X’Xxxxxx wish to
form a group for the purpose of soliciting proxies or written consents to elect
Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx and Xxxxxxx X. X’Xxxxxx (the “Nominees”),
or any other person designated by the undersigned, as directors of Cavalier and
taking all other action necessary or advisable to achieve the
foregoing.
NOW, IT
IS AGREED, by the parties hereto:
1. In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), each of the undersigned (collectively, the
“Group”) agrees to the joint filing on behalf of each of them of statements on
Schedule 13D with respect to the securities of Cavalier. Each member
of the Group shall be responsible for the accuracy and completeness of his/its
own disclosure therein, and is not responsible for the accuracy and completeness
of the information concerning the other members, unless such member knows or has
reason to know that such information is inaccurate.
2. So
long as this agreement is in effect, each of the undersigned shall provide
written notice to Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP (“Xxxxxx”)
of (i) any of their purchases or sales of securities of Cavalier; or (ii) any
securities of Cavalier over which they acquire or dispose of beneficial
ownership. Notice shall be given no later than 24 hours after each
such transaction.
3. Each
of the undersigned agrees to form The Cavalier Homes Committee for Change for
the purpose of soliciting proxies or written consents for the election of the
Nominees, or any other person(s) designated by the Group as directors of
Cavalier and to take all other action necessary or advisable to achieve the
foregoing (the “Solicitation”).
4. The
parties agree to share all expenses incurred in connection with the Group’s
activities, including expenses incurred by any of the parties in the
Solicitation, on a pro rata basis, based on the number of shares of common stock
of Cavalier in the aggregate beneficially owned by each party on the date
hereof. Notwithstanding the foregoing, the parties shall not be
required to reimburse any party for (i) out-of-pocket expenses incurred by a
party in the aggregate in excess of $250 without the other parties’ prior
written approval; (ii) the value of the time of any party; (iii) legal fees
incurred without the other parties’ prior written approval; or (iv) the costs of
any counsel, other than Xxxxxx, employed in connection with any pending or
threatened litigation without the other parties’ prior written
approval.
5. The
relationship of the parties hereto shall be limited to carrying on the business
of the Group in accordance with the terms of this Agreement. Such
relationship shall be construed and deemed to be for the sole and limited
purpose of carrying on such business as described herein. Nothing
herein shall be construed to authorize any party to act as an agent for any
other party, or to create a joint venture or partnership, or to constitute an
indemnification. Nothing herein shall restrict any party’s right to
purchase or sell securities of Cavalier, as he/it deems appropriate, in his/its
sole discretion, provided that all such sales are made in compliance with all
applicable securities laws.
6. This
Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which, taken together, shall constitute one and the same
instrument, which may be sufficiently evidenced by one counterpart.
7. In
the event of any dispute arising out of the provisions of this Agreement, the
parties hereto consent and submit to the exclusive jurisdiction of the Federal
and State Courts in the State of New York.
8. Any
party hereto may terminate his/its obligations under this Agreement at any time
on 24 hours’ written notice to all other parties, with a copy by fax to Xxxxx
Xxxxxxx at Xxxxxx, Fax No. (000) 000-0000.
9. Each
party acknowledges that Xxxxxx shall act as counsel for both the Group and
Legacy and its affiliates relating to their investment in the
Company.
10. Each
of the undersigned parties hereby agrees that this Agreement shall be filed as
an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the
Exchange Act.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the day and year below written.
Dated:
March 19, 2009
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By:
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GPLH,
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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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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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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