As filed with the Securities and Exchange Commission on October 22, 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
JOHN A. MENCHACA, II
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. [ ]
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. [ ]
---------------------------------------------------------
<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> <C>
Common Stock, $.01 par 86,005 $10.375 $892,301.87 $248.06
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 October 19, 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>
Subject to Completion, dated October 22, 1999
86,005 SHARES
COMMON STOCK
TRAVIS BOATS & MOTORS, INC.
The shareholders of Travis Boats & Motors listed below are offering and
selling 86,005 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, but we will
incur expenses in connection with the offering. 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 OCTOBER 19, 1999, the closing price of the
common stock on Nasdaq was $10.375 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.
THE SELLING SHAREHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS DECLARED
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 OCTOBER __, 1999.
1
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
About Travis Boats & Motors ......................................................................................2
Risk Factors .....................................................................................................3
We Depend on Strong Sales in the First Half of the Year..................................................3
Our Sales Depend on Good Weather.........................................................................4
General Economic Conditions in the United States and in the Areas Where We Have Stores
Affect Our Sales.........................................................................................4
Our Growth Depends on Our Ability to Acquire and Open New Stores.........................................4
Our Success Will Depend on How Well We Manage Our Growth.................................................4
Our Suppliers Could Increase the Prices They Charge Us...................................................4
We Rely on a Single Manufacturer for Almost All of Our Motors............................................4
Certain Laws and Contracts May Keep Us From Entering New Markets.........................................5
Much of Our Income is from Financing, Insurance and Extended Service Contracts,
Which is Dependent on Third Party Lenders and Insurance Companies........................................5
We Use Bank Loans to Help Us Pay for Inventory at Our Stores.............................................6
Our Success Depends on Our Management Team...............................................................6
If Our Products Are Defective, We Could Be Sued..........................................................6
Our Stock Price May Be Volatile..........................................................................6
If We Issue More Stock, Our Stock Price May Decline......................................................6
Our Corporate Documents May Prevent or Inhibit a Takeover of the Company.................................6
Use of the Proceeds...............................................................................................7
Selling Shareholders ............................................................................................ 7
Plan of Distribution ............................................................................................ 7
Legal Matters ................................................................................................... 8
Experts ......................................................................................................... 8
Where You Can Find More Information...............................................................................8
Disclosure of Commission Position on Indemnification for Securities Act Liabilities...............................9
</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 38 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:
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.
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<PAGE>
o On June 1, 1999, we acquired the common stock of Shelby Marine Sales, Inc.,
and Shelby Marine Pickwick, LLC, which operated store locations in Memphis
and Pickwick Dam, Tennessee.
o On September 1, 1999, we acquired selected assets from The New Three Seas,
Inc., which operated a store location in Ft. Myers, Florida.
Travis Boats is organized as a Texas corporation with its principal
executive offices located at 5000 Plaza on the Lake, Suite 250, Austin, Texas
78746. Our telephone number is (512) 347-8787.
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.
3
<PAGE>
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 33 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
28 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
4
<PAGE>
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 second
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.
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.
5
<PAGE>
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.
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 business, operating results and 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 October
15, 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.
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<PAGE>
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 October 19, 1999, the selling shareholders owned 86,005 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 will
own less than 1% of the outstanding common stock.
We have summarized relevant information about the selling shareholders
in the following table:
<TABLE>
<CAPTION>
Material
relationships Amount of Number of shares Amount of
with Travis common stock to be offered for common stock
Boats or owned at selling owned after
affiliates since October 19, shareholder's Offering if
SELLING SHAREHOLDER January 1996 1999 account all stock is sold
------------------- ---------------- ------------ ------------------ -----------------
<S> <C> <C> <C> <C>
Glenn W. Koutny none 44,293 44,293 0
Trust UTD 9/6/91
Eileen Grace none 20,641 20,641 0
Weichmann Koutny
Trust UTD 9/6/91
Robert W. Schmid none 15,309 15,309 0
James O. Lieberick none 5,762 5,762 0
- --------------------------- ----------------------------------------------
TOTALS 86,005 86,005
</TABLE>
7
<PAGE>
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 from our Annual Report on Form 10-K. 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 under the Securities Act of 1933, as amended. 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
8
<PAGE>
the SEC will automatically update and supersede this information. We incorporate
by reference the following documents until the selling shareholders sell all the
shares:
o our 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 our 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 free copies of these filings 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.
9
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================================================================================
================================================================================
Prospective investors may rely only on the information contained in this
prospectus. Neither Travis Boats nor the selling shareholders has authorized
anyone to provide prospective investors with different or additional
information. This prospectus is not an offer to sell nor is it seeking an offer
to buy these securities in any jurisdiction where the offer or sale is not
permitted. The information contained in this prospectus is correct only as of
the date of this prospectus, regardless of the time of delivery of this
prospectus or any sale of these securities.
---------------
================================================================================
================================================================================
86,005 Shares
TRAVIS BOATS &
MOTORS, INC.
Common Stock
----------------
PROSPECTUS
----------------
OCTOBER __, 1999
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses, other than underwriting discounts and
commissions, 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..................................... $ 248.09
Transfer Agent's Fees.................................... 500.00
Accounting Fees.......................................... 3,000.00
Legal Fees............................................... 3,000.00
Miscellaneous............................................ 500.00
------------
Total........................................... $ 7,248.09
============
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
II-2
<PAGE>
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
25 Power of Attorney (included on the signature pages hereof)
ITEM 17. UNDERTAKINGS.
A. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(1) to include any prospectus required by section 10(a)(3) of the
1933 Act;
(2) to reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(3) to include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement; provided, however, that paragraphs (A)(1)
and (A)(2) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by Travis Boats pursuant to
Section 13 of Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement
II-3
<PAGE>
B. 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.
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 provisions described under
Item 15 above, 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 October 21, 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-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.
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Mark T. Walton Chairman of the Board and President, October 21, 1999
- -------------------------------- (Principal Executive Officer)
Mark T. Walton
/s/ Michael B. Perrine Chief Financial Officer, Treasurer October 21, 1999
- -------------------------------- and Secretary
Michael B. Perrine (Principal Financial and Accounting Officer)
/s/ Ronnie L. Spradling Director and Executive Vice President - October 21, 1999
- -------------------------------- New Store Development
Ronnie L. Spradling
Director
- --------------------------------
E. D. Bohls
/s/ Joseph E. Simpson Director October 21, 1999
- --------------------------------
Joseph E. Simpson
/s/ Robert C. Siddons Director October 21, 1999
- --------------------------------
Robert C. Siddons
Director
- --------------------------------
Steven W. Gurasich, Jr.
Director
- --------------------------------
Zach McClendon, Jr.
</TABLE>
II-5
Exhibit 5
<PAGE>
<TABLE>
<CAPTION>
JENKENS & GILCHRIST
A PROFESSIONAL CORPORATION
<S> <C> <C>
2200 ONE AMERICAN CENTER
600 CONGRESS AVENUE DALLAS, TEXAS
AUSTIN, TEXAS 78701 (214) 855-4500
CHICAGO, ILLINOIS
(512) 499-3800 (312) 425-3900
TELECOPIER (512) 404-3520 HOUSTON, TEXAS
(713) 951-3300
www.jenkens.com LOS ANGELES, CALIFORNIA
J. Rowland Cook (310) 820-8800
(512) 499-3821 SAN ANTONIO, TEXAS
[email protected] (210) 246-5000
WASHINGTON, D.C.
(202) 326-1500
</TABLE>
October 22, 1999
Travis Boats & Motors, Inc.
500 Plaza on the Lake
Suite 250
Austin, TX 78746
Re: Travis Boats & Motors, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
On October 22, 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 86,005 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 Restated Articles of
Incorporation and the Restated 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.
<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.
October 22, 1999
Page 2
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
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
October 21, 1999
