As filed with the Securities and Exchange Commission on August 24, 1999.
Registration Statement No. 333-46217
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
Pre-Effective Amendment #2
To
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. [ ]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
PROPOSED PROPOSED
TITLE OF EACH AMOUNT MAXIMUM MAXIMUM AMOUNT OF
CLASS OF SECURITIES TO BE OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, $.01 par 219,875 $14.625 $3,215,672
value
====================================================================================================================
<FN>
(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 2, 1999, in reliance on Rule 457(c) under the Securities
Act.
</FN>
</TABLE>
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.
<PAGE>
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 2, 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 3.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
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 4, 1999.
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<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
About Travis Boats & Motors ......................................................................................2
Risk Factors .....................................................................................................3
Impact of Seasonality and Weather on Operations..........................................................3
Impact of General Economic Conditions and Discretionary Consumer Spending................................4
Dependence Upon Expansion................................................................................4
Management of Growth.....................................................................................5
Reliance on Manufacturers and Other Key Vendors..........................................................5
Limitations to Market Entry..............................................................................6
Income from Financing, Insurance and Extended Service Contracts..........................................7
Availability of Financing................................................................................7
Dependence on Key Personnel..............................................................................8
Product and Service Liability Risks......................................................................8
Volatility of Stock Price................................................................................8
Shares Eligible for a Future Sale........................................................................8
Anti-takeover Effect of Articles and Bylaw Provisions....................................................8
Use of the Proceeds...............................................................................................8
Selling Shareholders ............................................................................................ 9
Plan of Distribution ............................................................................................10
Legal Matters ...................................................................................................10
Experts .........................................................................................................10
Where You Can Find More Information..............................................................................11
Disclosure of Commission Position on Indemnification for Securities Act Liabilities..............................12
</TABLE>
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:
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<PAGE>
o 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.
o On January 1, 1999, we acquired selected assets from Amlin, Inc., which
operated store locations in Longwood, Clearwater and St. Petersburg,
Florida.
o 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.
o On February 24, 1999, we acquired selected assets from Pier 68 Marina,
Inc. which operated a store location in Jacksonville, Florida.
o 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.
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<PAGE>
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.
4
<PAGE>
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.
5
<PAGE>
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 Johnson Motors, 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.
6
<PAGE>
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. 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.
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<PAGE>
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 4,
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.
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<PAGE>
SELLING SHAREHOLDERS
As of June 4, 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
after the offering, own approximately 2.3% and 2.2% of the outstanding common
stock, respectively.
We have summarized relevant information about the selling shareholders
in the following table:
<TABLE>
<CAPTION>
MATERIAL
RELATIONSHIPS WITH NUMBER OF SHARES TO AMOUNT OF COMMON
TRAVIS BOATS OR AMOUNT OF COMMON BE OFFERED FOR STOCK OWNED AFTER
AFFILIATES SINCE STOCK OWNED AT SELLING SHAREHOLDER'S OFFERING IF
SELLING SHAREHOLDER JANUARY 1996 MAY 26, 1999 ACCOUNT ALL STOCK IS SOLD
------------------- ------------------ ---------------- ---------------------- -----------------
<S> <C> <C> <C> <C>
RODGERS CADILLAC, INC. NONE 19,707 19,707 0
GARY V. HENDERSON NONE 13,158 13,158 0
JOHN M. NELSON NONE 13,158 13,158 0
WALLACE E. HUNTER, SR. NONE 22,368 22,368 0
DAVID WEISMAN NONE 15,313 15,313 0
ALAN GARBER NONE 479 479 0
DSA MARINE SALES & NONE 98,192 98,192 0
SERVICE, INC.
DAVID V. & MARY H. SHARPE NONE 37,500 37,500 0
- ---------------------------- --------------------- ----------------------
TOTALS 219,875 219,875
</TABLE>
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PLAN OF DISTRIBUTION
The selling shareholders may offer their Travis Boats shares at various
times in one or more of the following transactions:
o on the Nasdaq National Market at prevailing market prices,
o otherwise than on such market at prevailing market prices or negotiated
prices, or
o 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.
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<PAGE>
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. 333-46217). 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:
o 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;
o the Company's quarterly reports on Form 10-Q, for the quarters ended
December 31, 1998, March 31, 1999 and June 30, 1999 and all amendments
thereto;
o all other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since September 30, 1998;
o 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
o 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
11
<PAGE>
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.
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================================================================================
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
TRAVIS BOATS &
MOTORS, INC.
Common Stock
----------------
PROSPECTUS
----------------
June 4, 1999
<PAGE>
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................................... $
Transfer Agent's Fees..................................
Blue Sky Fees and Expenses.............................
Accounting Fees........................................
Legal Fees.............................................
Miscellaneous..........................................
---------
Total........................................... $
=========
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.
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<PAGE>
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.
3.1 Restated Articles of Incorporation of Travis Boats & Motors,
Inc. (Incorporated by reference to Exhibit 3.1 of the
Company's Form 10-K for the year ending September 30, 1998).
3.2 Restated Bylaws of Travis Boats & Motors, Inc. (Incorporated
by reference to Exhibit 3.2 of the Company's Form 10-K for the
year ending September 30, 1998)
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)
25 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 offers or sales
are being made, a post-effective amendment to this
Registration Statement to include any material
information with respect to the plan of distribution
not previously disclosed in the Registration
Statement or any material change to such information
in the Registration Statement;
(2) that, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof; and
(3) to remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
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<PAGE>
C. 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 provis-
ions described under Item 15 above, or otherwise, the regis-
trant 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 regis-
trant 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 con-
trolling precedent, submit to a court of appropriate jurisdic-
tion 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.
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<PAGE>
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 August 19, 1999.
TRAVIS BOATS & MOTORS, INC.
By: /s/ Mark T. Walton
-----------------------------------
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Mark T. Walton Chairman of the Board and President, August 19, 1999
- ------------------------------------ (Principal Executive Officer)
Mark T. Walton
/s/ Michael B. Perrine Chief Financial Officer, Treasurer August 19, 1999
- ------------------------------------ and Secretary
Michael B. Perrine (Principal Financial and Accounting Officer)
/s/ Ronnie L. Spradling Director and Executive Vice President - August 19, 1999
- ------------------------------------ New Store Development
Ronnie L. Spradling
/s/ E.D. Bohis Director August 19, 1999
- -------------------------------------
E. D. Bohls
/s/ Joseph E. Simpson Director August 19, 1999
- -------------------------------------
Joseph E. Simpson
/s/ Robert C. Siddons Director August 19, 1999
- -------------------------------------
Robert C. Siddons
/s/ Steven W. Gurasich, Jr. Director August 19, 1999
- -------------------------------------
Steven W. Gurasich, Jr.
/s/ Zach McClendon, Jr. Director August 19, 1999
- -------------------------------------
Zach McClendon, Jr.
* By: /s/ Mark T. Walton
---------------------------
Mark T. Walton
Attorney-in-fact
</TABLE>
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Exhibit 5
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<PAGE>
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 DALLAS, TEXAS
600 CONGRESS AVENUE (214) 855-4500
AUSTIN, TEXAS 78701
HOUSTON, TEXAS
(512) 499-3800 (713) 951-3300
TELECOPIER (512) 404-3520
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 4, 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 4, 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,
II-8
<PAGE>
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
Travis Boats & Motors, Inc.
June 4, 1999
Page 9
(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
By: /s/ J. Rowland Cook
--------------------
J. Rowland Cook
Authorized Signatory
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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
---------------------------
ERNST & YOUNG LLP
Austin, Texas
August 10, 1999
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