As filed with the Securities and Exchange Commission on June 9, 1999.
Registration Statement No. 333-_______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________
TRAVIS BOATS & MOTORS, INC.
(Exact name of Registrant)
Texas 74-2024798
(State of incorporation) (I.R.S. Employer
Identification No.)
Mark T. Walton
Chairman of the Board and President
Travis Boats & Motors, Inc.
5000 Plaza on the Lake, Suite 250
Austin, Texas 78746
(512) 347-8787
(Address and telephone number of registrant's executive offices and name,
address and telephone number of agent for service)
Copy to:
J. Rowland Cook
Julie Frey
Jenkens & Gilchrist
A Professional Corporation
600 Congress Avenue, Suite 2200
Austin, Texas 78701
(512) 499-3800
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [ X ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box.
_________________________________________________________
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------
| | | | |
Title of |Amount |Proposed |Proposed |Amount of |
Each |to be |Minimum |Maximum |Registratio|
Class of |Registered |Offering |Aggregate |n |
Securities | |Price Per |Offering |Fee |
to be | |Share(1) |Price(1) | |
Registered | | | | |
- ------------------------------------------------------------
| | | | |
Common |219,875 |$14.625 |$3,215,672| $893.96 |
Stock, $.01 | | | | |
par value | | | | |
| | | | |
- ------------------------------------------------------------
(1)
Estimated solely for purposes of calculating the registration
fee and based upon the average of the high and low prices
reported on the Nasdaq National Market on June 8, 1999, in
reliance on Rule 457(c) under the Securities Act.
The Registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the registration statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a),
may determine.
219,875 Shares
TRAVIS BOATS & MOTORS, INC.
Common Stock
The shareholders of Travis Boats & Motors listed below are
offering and selling 219,875 shares of Travis Boats common stock
under this prospectus. The selling shareholders may offer their
Travis Boats stock through the Nasdaq National Market at market
prices or at prices they negotiate privately with purchasers.
Travis Boats will not receive any money from this sale. Neither
Travis Boats nor the selling shareholders have hired an
underwriter for this offering and sale.
Our common stock is traded over-the-counter on the Nasdaq
National Market under the symbol "TRVS". On June 8, 1999, the
closing price of the common stock on Nasdaq was $14.625 per share.
This investment involves a high degree of risk. You should
purchase shares only if you can afford a complete loss of your
investment. See "Risk Factors" Beginning on Page 5.
We may not sell these securities until the
registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell
these securities and is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is June __, 1999.
TABLE OF CONTENTS
About Travis Boats & Motors...............................4
Risk Factors begin on Page................................5
Use of The Proceeds.......................................10
Selling Shareholders......................................11
Plan of Distribution......................................12
Legal Matters.............................................12
Experts...................................................12
Where You Can Find More Information.......................12
Disclosure of Commission Position on Indemnification for
Securities Act Liabilities................................15
Signatures................................................18
Power of Attorney to Sign Amendments......................18
Exhibits..................................................19
ABOUT TRAVIS BOATS & MOTORS
Travis Boats & Motors is a leading retailer of recreational
boats, motors, trailers and related marine accessories in the
southern United States. We currently operate 35 stores under the
name "Travis Boating Center" in Alabama, Arkansas, Florida,
Georgia, Louisiana, Mississippi, Oklahoma, Tennessee, and Texas.
We differentiate ourselves from our competitors by providing a
unique superstore shopping experience that showcases a broad
selection of high quality boats, motors, trailers and related
marine accessories at firm, clearly posted, low prices. Each of
our superstores also offers complete customer service and
support, including in-house financing programs and full-service
repair facilities staffed by factory-trained mechanics.
Since incorporating in 1979, we have grown primarily through
acquisitions of other companies. Some of our recent acquisitions
are:
- - On September 25, 1998, we acquired selected assets from
Rogers Marine,a division of Rogers Cadillac, Inc., which
operated a single store in Lenoir City, Tennessee.
- - On January 1, 1999, we acquired selected assets from Amlin,
Inc., which operated store locations in Longwood, Clearwater
and St. Petersburg, Florida.
- - On January 1, 1999, we acquired selected assets from
Sportsman's Haven, Inc, Sportsman's Haven II, Inc. and
Sportsman's Haven IV, Inc. which collectively operated
store locations in Little Rock and Pine Bluff, Arkansas.
- - On February 24, 1999, we acquired selected assets from Pier
68 Marina, Inc. which operated a store location in
Jacksonville, Florida.
- - On April 29, 1999, we acquired selected assets from DSA
Marine Sales & Service, Inc., dba "The Boatworks", which
operated store locations in Bradenton, Clearwater and
Englewood, Florida.
RISK FACTORS
Before you invest in our common stock you should know that
the purchase of our common stock carries certain risks, including
the risks we describe below. You should carefully consider these
risks, together with all of the other information in this
prospectus, before you decide whether to purchase shares of our
common stock.
Some of the information in this prospectus contains forward-
looking statements that involve substantial risks and
uncertainties. You can identify these statements by forward-
looking words such as "may", "will", "expect", "anticipate",
"believe", "estimate", and "continue" or similar words. You
should read statements that contain these words carefully because
they (1) discuss our future expectations; (2) contain projections
of our future results of operation or of our future financial
condition; (3) state other "forward-looking" information. We
believe it is important to communicate our expectations to our
investors. However, unexpected events may arise in the future
that we are not able to predict or control. The risk factors
that we describe in this section, as well as any other cautionary
language in this prospectus, give examples of the types of
uncertainties that may cause our actual performance to differ
materially from the expectations we describe in our forward-
looking statements. Before you invest in our common stock, you
should know that if the events described in this section and
elsewhere in this prospectus occur, they could have a material
adverse effect on our business, operating results and financial
condition.
We Depend on Strong Sales in the First Half of the Year.
Our business, and the recreational boating industry in general,
is very seasonal. Our strongest sales period begins in January,
because many boat and recreation shows are held in that month.
Strong sales demand continues through the summer months. Of our
average annual net sales over the last five years, over 27%
occurred in the quarter ending March 31 and over 41% occurred in
the quarter ending June 30. Our sales are generally much lower
in the quarter ending December 31. Because the sales level in
the December quarter are much less than in the months with warmer
weather we generally do not make a profit in such quarter.
Because of the difference in sales in the warm spring and summer
months versus the cold fall and winter months, if our sales in
the months of January through June are significantly lower than
we expect, we may not earn profits or we may lose money and have
a net loss. This experience may lead to a material adverse
effect on our business, our operating results and our financial
condition.
Our Sales Depend on Good Weather.
Our business also depends on the weather. For example, too much
or too little rain, either of which may result in dangerous or
inconvenient boating conditions, can severely limit our sales.
A long winter can also reduce our selling season. Bad weather
conditions in the future will decrease customer demand for our
boats, which will decrease our sales and could significantly lower
the trading price of our common stock.
General Economic Conditions in the United States and in the
Areas Where We Have Stores Affect Our Sales.
Our industry, like many other retail industries, depends on the
local, regional and national economy. High interest rates,
volatility or declines in the stock market, changes to the tax
law such as the imposition of a luxury tax, or a major employer's
decision to leave a certain city can all significantly decrease
the amount of money consumers are willing to spend. When these
situations arise, consumers often decide not to purchase relatively
expensive, "luxury" items like recreational boats. For example,
from 1988 to 1990, our business suffered dramatically because of the
declines in the financial, oil and gas and real estate markets in
Texas. If similar downturns in the national or in local
economies arise in the future, we may suffer significant
operating losses.
Our Growth Depends on Our Ability to Acquire and Open New
Stores.
We have grown primarily through the addition of new stores. We
began with five stores in Texas in 1991 and, since then, have
opened or acquired 30 new stores in Alabama, Arkansas, Florida,
Georgia, Louisiana, Mississippi, Oklahoma, Tennessee and Texas.
These new stores accounted for 57.6% of our sales in fiscal year
1996, 71% of our sales in fiscal year 1997 and 78.3% in fiscal year
1998. By comparison, sales from existing stores increased 4.3% in
fiscal year 1996, 5.7% in fiscal year 1997 and 6.6% in fiscal 1998.
Although we expect our existing stores to remain profitable, most of
our sales growth is from newly added store locations and we may not
be able to continue to grow or purchase new store locations at the
same rapid pace.
We plan to acquire other existing boat retailers.
Our success in these acquisitions will depend on our financial
strength at the time of acquisition, our ability to hire and
retain qualified employees and our ability to identify markets in
which we can successfully sell our products. In addition, once
we identify a store that meets our criteria, our success will
depend on our ability to sell the store's remaining inventory, to
convert the store to a Travis Boating Center and to attract new
customers to the store after the conversion. Our inability to
meet our planned growth potential will severely impact our
financial condition.
Besides acquiring existing stores and converting them into
Travis Boating Centers, we plan to build new stores in certain
cities or towns that do not have other boat retailers that we can
purchase or would like to purchase. To succeed in building and
operating new facilities will depend on whether we obtain
reliable information about each potential market, such as how
many and what type of boats have previously been sold in the
market. We must then be certain that the prices of our boats
are competitive with other boat dealers that sell boats in the
market so that we can sell enough boats to operate our store
profitably. We cannot promise or be certain that we will be
able to open and operate new stores in a time frame that we are
expected to by our stockholders or that we can operate stores on
a profitable basis.
Our Success Will Depend on How Well We Manage Our Growth.
We have undergone a period of rapid growth and, consequently, we
have spent much time and effort in acquiring and opening new
stores. We expect this trend to continue. Although we believe
that our systems, procedures and controls are adequate to support
our growth, we can not assure that this is the case. In
addition, our growth will impose substantial added
responsibilities on our existing senior management including the
need to identify, recruit and integrate new senior level
managers. Our inability to manage our growth would result in a
significant and severe financial impact on our company.
We have designed our management information system to
monitor and manage our geographically dispersed stores.
This system is now in operation in 18 of our 35 stores. Any faults
or defects in this system could harm our ability to operate our
stores and would result in a significant impact on our financial
condition.
Our Suppliers Could Increase the Prices They Charge Us.
We have entered into non-exclusive dealer agreements with our key
manufacturers. These agreements are renewable on an annual basis
and are standard in the industry. Because of our relationship
with these manufacturers, we receive price discounts and other
favorable terms; however, these vendors may change the prices
they charge us for any reason at any time. A change in those
manufacturer's prices or changes in industry regulations could
have an significant adverse effect on our business.
We Rely on a Single Manufacturer for Almost All of Our Motors.
In fiscal years 1998, 1997 and 1996, we bought nearly
100% of the outboard motors for use on our Travis Edition line of
recreational boats from Outboard Marine Corporation, the
manufacturer of Johnson outboard motors. Our agreement with
Outboard Marine is a three-year agreement, and we are currently
in the first year. This agreement gives us a set discount from
Outboard Marine's prevailing prices. This agreement may be
canceled, however, if we do not buy certain minimum quantities or
if Outboard Marine is unable to supply the quantity we need.
Cancellation or modification of our agreement with Outboard
Marine could have a material adverse effect on our business,
financial condition and results of operations.
We buy much of our boat inventory from a single supplier.
For example, in 1996 we purchased 22.7% , in fiscal year 1997 we
purchased 34.3%, and in fiscal year 1998 we purchased 17.7% of
our boat inventory from a single supplier. In addition, we
purchase a large percentage of the annual production of several
boat manufacturers. If our sales increase, those manufacturers
may need to increase their production or we may need to locate
other sources. If our suppliers cannot produce more or decide
not to renew their contracts with us, and we cannot find
alternative sources at similar quality and prices, we would
experience inventory shortfalls which, if severe enough, could
cause significant disruptions and delays in our sales and,
therefore, harm our financial condition.
Certain Laws and Contracts May Keep Us From Entering New Markets.
Some of our agreements with dealers require us to
obtain permission from certain manufacturers before we enter new
markets. We received permission from some key manufacturers,
including Outboard Marine Corporation, to sell their product in
the areas where we have recently expanded. We have not, however,
received universal approval to sell all of our products in all
new markets. If our manufacturers do not give us permission to
sell their products in markets where we plan to expand, we will
be forced to find alternative supply sources. Besides these
manufacturers' restrictions, there are also legal restrictions on
our business. For example, the state of Oklahoma recently
adopted laws that restrict the locations of competing boat
dealers. While these types of laws are not common, they could
have a significant effect on our industry if other states pass
similar restrictions.
Much of Our Income is from Financing, Insurance and Extended
Service Contracts, Which is Dependent on Third Party Lenders and
Insurance Companies.
A substantial part of our income comes from the fees
we receive from banks and other lending companies. We
call this type of income Finance and Insurance income, or F&I
income. If our customers desire to borrow money to finance the
purchase of their boat, we help the customers obtain the
financing by referring them to certain banks that have offered to
provide financing for boat purchases. The bank or other lending
company pays a fee to our Company for each loan that the banks
are able to provide as a result of our referral.
When we sell boats we also offer our customers the
opportunity to purchase (i) a Service Contract that provides up
to four (4) years of additional warranty coverage on their boat
after the manufacturer's warranty expires, and (ii) various
insurance policies that will provide money to pay off their boat
loan if the customer dies or is physically disabled. Travis
Boats does not underwrite or have a financial risk for paying
claims or expenses that are insured by the Service Contracts or
the insurance policies. We sell these products for unrelated
companies that specialize in these type of issues and we are paid
a fee for each product that we sell.
Finance and Insurance income for fiscal year 1997 for these
services equalled 4.4% of our net sales and 16.7% of our net
profits and, in fiscal year 1998, these services accounted for
5.4% of our net sales and 20.3% of our net profits. This
arrangement carries several potential risks. First, the lenders
we arrange financing through may decide to lend to our customers
directly rather than to work through us. If the customer goes
directly to the bank to apply for a loan to purchase their boat
we would not receive a fee for referral. Second, the lenders we
currently refer customers to may change the criteria or terms
they use to make loan decisions, which could reduce the number of
customers that we can refer. If either of these events occur, we
would lose a significant portion of our income and profit.
We Use Bank Loans to Help us pay for Inventory at our Stores
and these Loans may not be Available in the Future.
We have arrangements with financial institutions and
other lenders for lines of credit that we use for stocking
inventory. We believe that the terms of these lines of credit
are competitive with the terms that our competitors receive. We
believe that we will continue to receive financing on the same
terms as we have previously but, if we are unable to do so,
changes in our financing terms will have a material adverse
effect on our ability to sell our products and, consequently, on
our financial performance.
Our Success Depends on Our Management Team.
Our company depends greatly on our key management, including
Mark T. Walton, Chairman of the Board and President; Ronnie
L. Spradling, Executive Vice President-New Store Development;
Michael B. Perrine, Chief Financial Officer, Secretary and
Treasurer; and other key employees. We are the beneficiary of
key-man life insurance policies on Mr. Walton and Mr. Perrine in
the amount of $1,000,000, each, and on Mr. Spradling in the amount
of $500,000. However, if any of these employees died, became
disabled or left Travis Boats for other reasons, their loss could
have a significant negative effect on our operations and our financial
performance.
If Our Products are Defective, We Could be Sued.
Because we sell, service and custom package boats, motors and other
boating equipment, we may be exposed to lawsuits for personal injury
and property damage if any of our products are defective and cause
personal injuries or property damage. We require our
manufacturers to carry product and general liability insurance
and we carry third party product liability insurance. We have
avoided any significant liability for these risks in the past.
However, if a situation arises in which a claim is not covered
under our insurance policy or is covered under our policy but
exceeds the policy limits, it could have a significant and
material adverse effect on our financial condition.
Our Stock Price May be Volatile.
The price of our common stock may be highly volatile for several
reasons. First, a limited number of shares of our stock are owned
by the public. This may effect trading patterns which generally occur
when a greater number of shares are traded. Second, the quarterly
variations in our operating results, discussed above, may result
in the increase or decrease of our stock price. Third,
independent parties may release information such as information
regarding pending legislation, analysts' estimates or general
economic or market conditions that effect the price of our stock.
Any of these situations may have a significant effect on the
price of our common stock.
If We Issue More Stock, Our Stock Price May Decline.
The sale of a large number of shares of our common stock in the
public market could have a material adverse effect on the market
price of the common stock. As of June 7, 1999, we own or
control, together with our officers and directors and large
shareholders, approximately 1,412,149 shares of common stock.
Our sale of a large portion of these shares may decrease the
price of our common stock.
Our Corporate Documents May Prevent or Inhibit a Takeover of
the Company.
Our Articles of Incorporation permit us to issue up
to 1,000,000 shares of preferred stock, either all at once or in
a series of issuances. Our Board of Directors has the power to
set the terms of this preferred stock. If we issued this
preferred stock, it could delay or prevent a change in control of
the company. Also, our Articles of Incorporation permit the
Board of Directors to determine the number of directors and do
not specify a maximum or minimum number. Our Bylaws currently
provide that the Board of Directors is divided into three classes
with staggered terms. This arrangement could delay shareholders
from replacing current board members and could delay or prevent a
takeover that you may consider to be in your best interest.
USE OF THE PROCEEDS
All net proceeds from the sale of the Travis Boats shares
will go to the shareholders who offer and sell their shares.
Travis Boats will not receive any proceeds from sales of the
shares.
SELLING SHAREHOLDERS
As of June 8, 1999, the selling shareholders owned 219,875
shares of Travis Boats & Motors. All of these shares are being
offered pursuant to this prospectus. Before and after the
offering, each of the selling shareholders, except for DSA Marine
Sales & Service, Inc. will own less than 1% of the outstanding
common stock. DSA Marine Sales & Service, Inc. will, before and
the offering, own approximately 2.3% of the
outstanding common stock, respectively.
We have summarized relevant information about the selling
shareholders in the following table:
Selling Material Amount of Number of Amount of
Shareholder relationsh common shares to common
ips with stock be offered stock
Travis owned at for selling owned
Boats or June 8, shareholder after
affiliates 1999 's offering
since Account if all
January stock is
1996 sold
- --------------------------------------------------------------
Rodgers none 19,707 19,707 0
Cadillac,
Inc.
Gary V. none 13,158 13,158 0
Henderson
John M. none 13,158 13,158 0
Nelson
Wallace E. none 22,368 22,368 0
Hunter, Sr.
David Weisman none 15,313 15,313 0
Alan Garber none 479 479 0
DSA Marine none 98,192 98,192 0
Sales &
Service, Inc.
David V. & none 37,500 37,500 0
Mary H.
Sharpe
- -------------- ----------- -----------
TOTALS 219,875 219,875
PLAN OF DISTRIBUTION
The selling shareholders may offer their Travis Boats shares
at various times in one or more of the following transactions:
- - on the Nasdaq National Market at prevailing market prices,
- - otherwise than on such market at prevailing market prices or
negotiated prices, or
- - in a combination of the above transactions.
The selling shareholders may use broker-dealers to sell
their shares. If they do, the broker-dealers will either receive
discounts or commissions from the selling shareholders or they
will receive commissions from purchasers of shares for whom they
acted as agents.
We have signed agreements with the selling shareholders that
provide that, although we will not receive any portion of the
proceeds of any sales of the shares by the selling shareholders,
we will pay all the costs of registering their offering of the
shares. The selling shareholders will pay all the costs of
selling the shares. In addition, we have agreed to indemnify the
selling shareholders against certain liabilities, including
liabilities arising under the Securities Act of 1933.
LEGAL MATTERS
For the purposes of this offering, Jenkens & Gilchrist, A
Professional Corporation, Austin, Texas, is giving its opinion on
the validity of the shares.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our
consolidated financial statements for each of the three years in
the period ended September 30, 1998, as set forth in their
report, which is incorporated by reference in this prospectus.
Our consolidated financial statements are incorporated by
reference in this prospectus in reliance on their report, given
on their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and
copy any document we file at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on
the public reference rooms. Our SEC filings are also available
to the public through our web site at http://www.travisboats.com
or at the SEC's web site at http://www.sec.gov. Our principal
offices are located at 5000 Plaza on the Lake, Suite 250, Austin,
Texas, 78746 and our telephone number is (512) 347-8787.
This prospectus is part of a registration statement we filed
with the SEC (Registration No. ________). The SEC allows us to
"incorporate by reference" the information we file with them,
which means that we can disclose important information to you by
referring you to those documents. The information incorporated
by reference is considered to be a part of this prospectus, and
later information that we file with the SEC will automatically
update and supersede this information. We incorporate by
reference the following documents and any future filings made
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 until the selling shareholders
sell all the shares:
- - the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1998, filed with the Commission on
December 29, 1998, and all amendments thereto;
- - the Company's quarterly reports on Form 10-Q, for the
quarters ended December 31, 1998 and March 31, 1999, and all
amendments thereto;
- - all other reports filed pursuant to Sections 13(a) or 15(d)
of the Exchange Act since September 30, 1998;
- - the description of the common stock set forth in the
Registration Statement on Form 8-A, filed with the
Commission on May 23, 1996, including any amendment or
report filed for the purpose of updating such description;
and
- - all documents filed by Travis Boats with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this prospectus and
prior to the termination of this offering, from the date of
filing of such documents.
You may request a copy of these filings, at no cost, by
writing or telephoning us at the following address:
Michael B. Perrine
Secretary, Treasurer and Chief Financial Officer
Travis Boats & Motors, Inc.
5000 Plaza on the Lake, Suite 250
Austin, Texas 78746
(512) 347-8787
You should rely only on the information incorporated by reference
or provided in this prospectus or any supplement. We have not
authorized anyone else to provide you with different information.
The selling shareholders identified in this prospectus will not
make an offer of these shares in any state where the offer is not
permitted. You should not assume that the information in this
prospectus or any supplement is accurate as of any date other
than the date on the front of those documents.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the registrant pursuant to the foregoing
provisions, the registrant has been informed that in the opinion
of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore
unenforceable.
____________________________________
__________
____________________________________
__________
No dealer, salesman, or other
person has been authorized to give
any information or to make any
representations other than those
contained in this prospectus and, if
given or made, such information or
representations must not be relied
upon as having been authorized by
the Company or the Selling
Shareholders. This prospectus does
not constitute an offer to sell or a
solicitation of an offer to buy any
securities other than the Shares nor
does it constitute an offer or
solicitation by anyone in any
jurisdiction in which such offer or
solicitation would be unlawful or to
any person to whom it is unlawful to
make such offer or solicitation.
Neither the delivery of this
prospectus nor any offer or sale
made hereunder at any time shall
imply that information herein is
correct as of any time subsequent to
the date hereof.
_______________
--------------
219,875 Shares
PROSPECTUS
--------------
TRAVIS BOATS &
MOTORS, INC.
Common Stock
June __, 1999
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses in connection with the issuance and
distribution of the securities being registered, all of which will
be borne by the Company, are set forth in the following itemized
table:
SEC Registration Fee.................................. $893.96
Transfer Agent's Fees................................. 500.00
Blue Sky Fees and Expenses............................ 0.00
Accounting Fees....................................... 3,000.00
Legal Fees............................................ 3,000.00
Miscellaneous......................................... 500.00
Total......................................... $7,893.96
========
Item 15. Indemnification of Directors and Officers
The Company has authority under Articles 2.02A.(16) and 2.02-1
of the Texas Business Corporation Act (the "TBCA") to indemnify its
directors and officers to the extent provided in such statute. The
Company's articles of incorporation permit indemnification of
directors and officers to the fullest extent permitted by the TBCA.
The TBCA provides in part that a corporation may indemnify a
director or officer or other person who was, is, or is threatened
to be made a named defendant or respondent in a proceeding because
the person is or was a director, officer, employee or agent of the
corporation, if it is determined that such person (i) conducted
himself in good faith; (ii) reasonably believed, in the case of
conduct in his official capacity as a director or officer of the
corporation, that his conduct was in the corporation's best
interests, and, in all other cases, that his conduct was at least
not opposed to the corporation's best interest; and (iii) in the
case of any criminal proceeding, had no reasonable cause to believe
that his conduct was unlawful.
A corporation may indemnify a person under the TBCA against
judgments, penalties (including excise and similar taxes), fines,
settlement, and reasonable expenses actually incurred by the person
in connection with the proceeding. If the person is found liable
to the corporation or is found liable on the basis that personal
benefit was improperly received by the person, the indemnification
is limited to reasonable expenses actually incurred by the person
in connection with the proceeding, and shall not be made in respect
of any proceeding in which the person shall have been found liable
for willful or intentional misconduct in the performance of his
duty to the corporation.
A corporation may also pay or reimburse expenses incurred by
a person in connection with his appearance as a witness or other
participation in a proceeding at a time when he is not a named
defendant or respondent in the proceeding.
Additionally, the Company's articles of incorporation limit or
eliminate a director's liability for monetary damages to the
Company or its shareholders for acts or omissions in the director's
capacity as a director, except that the articles of incorporation
do not eliminate the liability of a director for (i) a breach of
the director's duty of loyalty to the Company or its shareholders,
(ii) an act or omission not in good faith that constitutes a breach
of duty of the director to the Company or an act or omission that
involves intentional misconduct or a knowing violation of the law,
(iii) a transaction from which a director received an improper
benefit, whether or not the benefit resulted from an action taken
within the scope of the director's office, or (iv) an act or
omission for which the liability of a director is expressly
provided for by an applicable statute.
Item 16. Exhibits.
4 Specimen share certificates (incorporated by reference to
the Company's Registration Statement No. 333-003283 on
Form S-1 filed on May 23, 1996)
5 Opinion of Jenkens & Gilchrist, A Professional
Corporation, regarding legality
23.1 Consent of Jenkens & Gilchrist, A Professional
Corporation (contained in its opinion filed as
Exhibit 5)
23.2 Consent of Independent Auditors (contained in Part
II of this Registration Statement)
24 Power of Attorney (included on the signature pages
hereof)
Item 17. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) To file during any period in which it offers or
sells securities, a post effective amendment to this Reg-
istration Statement to:
(i) Include any prospectus required by section
10(a)(3) of the Securities Act.
(ii) Reflect in the prospectus any facts or events
which, individually or together, represent a funda-
mental change in the information in the registra-
tion statement; and
(iii) Include any additional or changed material
information on the plan of distribution.
(2) For determining liability under the Securities Act,
treat each post-effective amendment as a new Reg-
istration Statement of the securities offered
and the offering of the securities at
that time to be the initial bona offering; and
(3) To file a post-effective amendment to remove any of
the securities that remain unsold at the end
of the offering.
(4) For the purposes of determining any liability under
the Securities Act of 1933, to treat the information om-
mitted in the form of a prospectus filed as part of this
Registration Statement in reliance on Rule 430A and con-
tained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) of (4) or Rule 497(h)under the
Securities Act as part of the Registration Statement as
of the time it was declared effective; and (ii) for the
purpose of determining liability under the Securities
Act of 1933, to treat each post effective amendment that
contains a form of prospectus as a new Registration
Statement relating to the securities offered therein, and
the offering of such securities at that time as the
initial bona fide offering of those securities.
(5) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors,
officers and controlling persons of the registrant
pursuant to the provisions contained in the Certificate
of Incorporation and Bylaws of the Registration and the
laws of the state of Texas
or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question
whether such indemnification by it is against public
policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Austin, State of Texas, on June 8, 1999.
TRAVIS BOATS & MOTORS, INC.
By:____/s/_________________________
Mark T. Walton,
Chairman of the Board and
President
Power of Attorney to Sign Amendments
KNOW ALL BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Mark T. Walton
and Michael B. Perrine, either of whom may act alone, as his true
and lawful attorneys-in-fact and agents for him and his name,
place and stead, in any and all capacities, to sign any or all
amendments to the Travis Boats & Motors, Inc Registration
Statement on Form S-3, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorney's-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises in order to effectuate the same
as fully, to all intents and purposes, as they or he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof. This Power of Attorney has
been signed below by the following persons in the capacities and
on the dates indicated.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
________/s/_____________ Chairman of the Board and President,
Mark T. Walton (Principal Executive Officer)
June 8, 1999
_________/s/_________ Chief Financial Officer, Treasurer
Michael B. Perrine and Secretary
(Principal Financial and Accounting Officer)
June 8, 1999
__________/s/________ Director and Executive Vice President
Ronnie L. Spradling New Store Development
- June 8, 1999
_________/s/_________ Director June 8, 1999
E. D. Bohls
__________/s/________ Director June 8, 1999
Joseph E. Simpson
___________/s/_______ Director June 8, 1999
Robert C. Siddons
_________/s/_________ Director June 8, 1999
Steven W. Gurasich, Jr.
________/s/__________ Director June 8, 1999
Zach McClendon, Jr.
Exhibit 5
Jenkens & Gilchrist
A P R O F E S S I O N A L C O R P O R A T I O N
2200 ONE AMERICAN CENTER
600 CONGRESS AVENUE
AUSTIN, TEXAS 78701
(512) 499-3800
TELECOPIER (512) 404-3520
DALLAS, TEXAS
(214) 855-4500
HOUSTON, TEXAS
(713) 951-3300
LOS ANGELES,
CALIFORNIA
(310) 820-8800
SAN ANTONIO, TEXAS
(210) 246-5000
WASHINGTON, D.C.
(212) 326-1500
WRITER'S DIRECT DIAL NUMBER
J. Rowland Cook
(512) 499-3821
June __, 1999
Travis Boats & Motors, Inc.
500 Plaza on the Lake
Suite 250
Austin, Texas 78746
Re: Travis Boats & Motors, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
On June 9, 1999, Travis Boats & Motors, Inc., a Texas
corporation (the "Company"), filed with the Securities and Exchange
Commission ("Commission") a Registration Statement on Form S-3 (the
"Registration Statement"), under the Securities Act of 1933, as
amended (the "Act"), relating to the offer and sale by the certain
shareholders of the Company (the "Selling Shareholders") of an
aggregate of 219,875 shares of common stock, $.01 par value per
share (the "Shares"). We have acted as counsel to the Company in
connection with the preparation and filing of the Registration
Statement.
In connection therewith, we have examined and relied upon the
original or copies, certified to our satisfaction, of (i) the
Articles of Incorporation and the Bylaws of the Company, in each
case as amended to date, (ii) copies of resolutions of the Board of
Directors of the Company authorizing the offering and the issuance
of the shares to be sold by the Company and related matters, (iii)
the Registration Statement, and all exhibits thereto, and (iv) such
other documents and instruments as we have deemed necessary for the
expression of opinions herein contained. In making the foregoing
examinations, we have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals, and
the conformity to original documents of all documents submitted to
us as certified or photostatic copies. As to various questions of
fact material to this opinion, we have relied, to the extent we
deem reasonably appropriate, upon representations or certificates
of officers or directors of the Company and upon documents, records
and instruments furnished to us by the Company, without independent
check or verification of their accuracy.
Based upon the foregoing examination, we are of the opinion
that the Shares have been duly and validly authorized and are
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the prospectus forming a part of the
Registration Statement. In giving such consent, we do not admit
that we come within the category of persons whose consent is
required by Section 7 of the Act or the rules and regulations of
the Commission thereunder.
Respectfully submitted,
JENKENS & GILCHRIST,
A Professional Corporation
_____/s/_________________
By:
J. Rowland Cook
Authorized Signatory
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-3) and related
prospectus of Travis Boats & Motors, Inc. for the registration of
shares of its common stock and to the incorporation by reference
therein of our report dated November 24, 1998, with respect to the
consolidated financial statements of Travis Boats & Motors, Inc.
included in its Annual Report (Form 10-K) for the year ended
September 30, 1998, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Austin, Texas
June 8, 1999
