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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ALFA LEISURE, INC.
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(Name of Issuer)
no par value common stock
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(Title of Class of Securities)
013394 10 9
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(CUSIP Number)
Karen Nicolai Winnett, Esq., Oppenheimer, Wolff & Donnelly,
500 Newport Center Drive, Suite 700, Newport Beach, CA 92660;(949) 719-6000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 27, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b)
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 013394 10 9 Page 1 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alfa Leisure, Inc., a California corporation formerly known as
Alfa Leisure Acquisition Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ---------------------------------------------------------
EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH
0
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D PAGE 4 OF 6 PAGES
ITEM 1. SECURITY AND ISSUER.
The class of equity security to which this Statement applies is the no
par value common stock ("Common Stock") of Alfa Leisure, Inc., a Texas
corporation (the "Company"). The Company's principal executive offices are
located at 5163 "G" Street, Chino, California 91710. On September 27, 1999, Alfa
Leisure, Inc., a California corporation formerly known as Alfa Leisure
Acquisition Corp. ("Acquisition Corp."), became the owner of in excess of 90% of
the Company's Common Stock. On September 30, 1999, the Company was merged into
Acquisition Corp. and Acquisition Corp.'s ownership interest in the Company's
Common Stock was terminated.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) and (f) This Statement is filed on behalf of Acquisition
Corp. On September 27, 1999, Acquisition Corp. acquired 2,743,944 shares of the
Company's Common Stock. Acquisition Corp.'s address is 5163 "G" Street, Chino,
California 91710. Acquisition Corp. is a California corporation.
(d) and (e) During the last five years, Acquisition Corp. has not (i)
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On September 27, 1999, Acquisition Corp. exchanged 2,743,944 of its
shares of common stock for 2,743,944 shares of the Company's Common Stock
representing 90% of the Company's outstanding Common Stock. On September 30,
1999, Acquisition Corp. effected the merger ("Merger") of the Company into
Acquisition Corp. Shareholders of the Company other than Acquisition Corp.
received $2.75 per share for the shares of the Company's Common Stock owned by
them. Acquisition Corp. intends to use its working capital to pay for the shares
which are being exchanged for cash in the Merger.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the Merger was to enable the Company to reduce the
number of shareholders of the Company so that following the Merger, Acquisition
Corp. would be eligible to file an election to be taxed as a subchapter "S"
corporation. On behalf of the Company, Acquisition Corp. has filed a Form 15 for
the termination of the registration of its common stock pursuant to section
12(g)(4) of the Securities Exchange Act of 1934, as amended ("Exchange Act") and
to discontinue filing reports under the Exchange Act.
(a) There are no plans or proposals which Acquisition Corp. has which
relate to or would result in the acquisition by any person of additional
securities of the Company or the disposition of securities of the Company.
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SCHEDULE 13D PAGE 5 OF 6 PAGES
(b) The Company has been merged into Acquisition Corp. and no longer
exists as a separate entity. Other than the Merger, there are no plans or
proposals which Acquisition Corp. has which relate to or would result in an
extraordinary corporate transaction, such as a merger reorganization or
liquidation, involving the Company or its subsidiaries.
(c) There are no plans or proposals which Acquisition Corp. has which
relate to or would result in a sale or transfer of a material amount of assets
of the Company or any of its subsidiaries.
(d) There are no plans or proposals which Acquisition Corp. has which
relate to or would result in any change in the present board of directors or
management of Acquisition Corp. including, but not limited to, any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board.
(e) Acquisition Corp. plans to distribute its entire net income as
dividends to its shareholders each year.
(f) Acquisition Corp. has elected to be taxed under subchapter "S". As
a subchapter "S" corporation, Acquisition Corp. will generally be treated in the
same manner as a partnership for tax purposes. Acquisition Corp. will not pay
tax at the corporate level with certain limited exceptions. Its profit and loss
will be passed through to its shareholders and included on their individual tax
returns. There are no other plans or proposals which relate to or would result
in any other material change in the corporate structure or business. The board
of directors and officers of Acquisition Corp. will be the same as the board of
directors and officers of the Company.
(g) The Company has been merged into Acquisition Corp. and no longer
exists as a separate entity.
(h) There are no plans or proposals which Acquisition Corp. has which
relate to or would result in a class of securities of the Company to be delisted
from a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association.
(i) On behalf of the Company, Acquisition Corp. has filed a Form 15 to
terminate the registration of the Company's common stock pursuant to section
12(g)(4) of the Exchange Act.
(j) There are no plans or proposals which Acquisition Corp. has which
relate to or would result in any action similar to any of those enumerated
above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of September 30, 1999, following the Merger, Acquisition Corp.
no longer owns any shares of Common Stock of the Company.
(b) Not applicable.
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SCHEDULE 13D PAGE 6 OF 6 PAGES
(c) On September 27, 1999, Acquisition Corp. exchanged 2,743,944 of its
shares of common stock for 2,743,944 shares of the Company's Common Stock
representing 90% of the Company's outstanding Common Stock. On September 30,
1999, Acquisition Corp. effected the merger ("Merger") of the Company into
Acquisition Corp. Shareholders of the Company other than Acquisition Corp.
received $2.75 per share for the shares of the Company's Common Stock owned by
them. Acquisition Corp. intends to use its working capital to pay for the shares
which are being exchanged for cash in the Merger.
(d) Not applicable.
(e) On September 30, 1999, the shares of Common Stock of the Company
owned by Acquisition Corp. were canceled as a part of the Merger and the Company
ceased to exist as a separate entity.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Certificate of Ownership filed with the California Secretary of State
and Articles of Merger filed with the Texas Secretary of State.
ITEM 8. SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: October 5, 1999 ALFA LEISURE INC., a California
corporation formerly known as Alfa
Leisure Acquisition Corp.
By: /s/ MARK A. SCHWARTZ
----------------------------------------
Mark A. Schwartz,
Chief Financial Officer
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EXHIBIT 7
FILED
In the Office of the
Secretary of State of Texas
SEP 30 1999
Corporation's Section
ARTICLES OF MERGER
[Texas Business Corporation Act Section 5.16]
of
ALFA LEISURE ACQUISITION CORP.
[California Secretary of State File No. 2170315]
Mark Schwartz and Carol Smith certify that:
1. They are the duly elected and acting Vice President and Secretary,
respectively, of Alfa Leisure Acquisition Corp., a California corporation (the
"Corporation").
2. The Corporation owns 2,743,944 shares of common stock of Alfa
Leisure, Inc., a Texas corporation ("Subsidiary") which is at least ninety
percent (90%) of the outstanding shares of each class of Subsidiary. The
Subsidiary's only class of outstanding shares is common stock and the total
number of outstanding shares of common stock of Subsidiary is 3,039,872 shares.
3. The Board of Directors of the Corporation duly adopted the following
resolutions on July 21, 1999:
RESOLVED, that the Corporation merge Alfa Leisure, Inc., its
subsidiary ("Subsidiary"), into itself (with the Corporation as the surviving
corporation) and assume all Subsidiary's liabilities pursuant to Section 1110
of the California Corporations Code.
RESOLVED, FURTHER, that upon the effectiveness of this merger each
issued and outstanding share of Subsidiary not owned by the Corporation shall
cease to be outstanding and each holder of these shares shall be entitled to
receive the sum of $2.75 cash in exchange for each share upon surrender of the
corresponding certificates.
RESOLVED, FURTHER, that Article I of the Articles of Incorporation of
the Corporation be amended to read in its entirety as follows:
"NAME
----
The name of the corporation is Alfa Leisure, Inc."
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RESOLVED, FURTHER, that each officer of this Corporation is
authorized and directed to take all further action and to execute and deliver
all further documents as the officers acting shall determine to be necessary,
that determination to be conclusively evidenced by their action in the premises.
4. The Corporation, as the surviving corporation of this merger, will be
responsible for the payment of all fees and franchise taxes of the Subsidiary
and the Corporation will be obligated to pay all fees and franchise taxes of
the Subsidiary if the same are not timely paid pursuant to Section 5.04C of the
Texas Business Corporation Act.
5. The Corporation's principal office in California is at 13501 5th
Street, Chino, CA 91710.
6. The merger of Subsidiary into the Corporation is permitted pursuant
to Section 5.16 of the Texas Business Corporation Act.
7. The Board of Directors of Subsidiary has duly adopted the following
resolution:
WHEREAS, it is proposed that this corporation ("Subsidiary") be
merged into Alfa Leisure Acquisition Corp. ("Parent") and this board of
directors has reviewed both the resolution of the board of directors of Parent
electing to effect this merger and the consideration to be received by
Subsidiary's shareholders other than Parent for each share of Subsidiary held
by shareholders.
RESOLVED, that this board of directors approves the resolutions of
the board of directors of Parent electing to effect this merger and the
consideration to be received for each share of Subsidiary not owned by Parent,
this consideration to be $2.75 in cash.
Dated: September 27, 1999
ALFA LEISURE ACQUISITION CORP.,
a California corporation
By: /s/ MARK SCHWARTZ
------------------------------
MARK SCHWARTZ, Vice President
By: /s/ CAROL SMITH
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CAROL SMITH, Secretary
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STATE OF CALIFORNIA )
) ss:
COUNTY OF SAN BERNARDINO )
On September 27, 1999 before me, Nancy A. Dibble, personally appeared Mark
Schwartz, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument the person or the entity upon behalf of
which the person acted, executed the instrument.
WITNESS my hand and official seal.
Signature /s/ NANCY A. DIBBLE [Notary Seal]
-------------------------- (This area for official
notarial seal)
STATE OF CALIFORNIA )
) ss:
COUNTY OF SAN BERNARDINO )
On September 27, 1999 before me, Nancy A. Dibble, personally appeared Carol
Smith, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument and
acknowledged to me that she executed the same in her authorized capacity, and
that by her signature on the instrument the person or the entity upon behalf of
which the person acted, executed the instrument.
WITNESS my hand and official seal.
Signature /s/ NANCY A. DIBBLE [Notary Seal]
-------------------------- (This area for official
notarial seal)
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ENDORSED FILED
In the office of the Secretary of State
of the State of California
SEP 30 1999
BILL JONES, Secretary of State
CERTIFICATE OF OWNERSHIP
[California Corporations Code Section 1110]
of
ALFA LEISURE ACQUISITION CORP.
[California Secretary of State File No. 2170315]
Mark Schwartz and Carol Smith certify that:
1. They are the duly elected and acting Vice President and Secretary,
respectively, of Alfa Leisure Acquisition Corp., a California corporation (the
"Corporation").
2. The Corporation owns 2,743,944 shares of common stock of Alfa
Leisure, Inc., a Texas corporation ("Subsidiary") which is at least ninety
percent (90%) of the outstanding shares of each class of Subsidiary. The
Subsidiary's only class of outstanding shares is common stock and the total
number of outstanding shares of common stock of Subsidiary is 3,039,872 shares.
3. The Board of Directors of the Corporation duly adopted the following
resolutions on July 21, 1999:
RESOLVED, that the Corporation merger Alfa Leisure, Inc., its
subsidiary ("Subsidiary"), into itself (with the Corporation as the surviving
corporation) and assume all Subsidiary's liabilities pursuant to Section 1110
of the California Corporations Code.
RESOLVED, FURTHER, that upon the effectiveness of this merger each
issued and outstanding share of Subsidiary not owned by the Corporation shall
cease to be outstanding and each holder of these shares shall be entitled to
receive the sum of $2.75 cash in exchange for each share upon surrender of the
corresponding certificates.
RESOLVED, FURTHER, that Article I of the Articles of Incorporation of
the Corporation be amended to read in its entirety as follows:
"NAME
----
The name of the corporation is Alfa Leisure, Inc."
RESOLVED, FURTHER, that each officer of this Corporation is
authorized and directed to take all further action and to execute and deliver
all further documents as the officers
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acting shall determine to be necessary, that determination to be conclusively
evidenced by their action in the premises.
4. The Board of Directors of Subsidiary has duly adopted the following
resolution:
WHEREAS, it is proposed that this corporation ("Subsidiary") be
merged into Alfa Leisure Acquisition Corp. ("Parent") and this board of
directors has reviewed both the resolution of the board of directors of Parent
electing to effect this merger and the consideration to be received by
Subsidiary's shareholders other than Parent for each share of Subsidiary held
by shareholders.
RESOLVED, that this board of directors approves the resolutions of
the board of directors of Parent electing to effect this merger and the
consideration to be received for each share of Subsidiary not owned by Parent,
this consideration to be $2.75 in cash.
Dated: September 27, 1999
/s/ MARK SCHWARTZ
-----------------------------------
MARK SCHWARTZ, Vice President
/s/ CAROL SMITH
-----------------------------------
CAROL SMITH, Secretary
STATE OF CALIFORNIA )
) ss:
COUNTY OF SAN BERNARDINO )
On September 27, 1999 before me, Nancy Dibble, personally appeared Mark
Schwartz, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument the person or the entity upon behalf of
which the person acted, executed the instrument.
WITNESS my hand and official seal.
Signature /s/ NANCY DIBBLE [Notary's Seal]
---------------------------------- (This area for official
notarial seal)
<PAGE> 6
STATE OF CALIFORNIA )
) ss:
COUNTY OF SAN BERNARDINO )
On September 27, 1999 before me, Nancy Dibble, personally appeared Carol Smith,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument and
acknowledged to me that she executed the same in her authorized capacity, and
that by her signature on the instrument the person or the entity upon behalf of
which the person acted, executed the instrument.
WITNESS my hand and official seal.
Signature /s/ NANCY DIBBLE [Notary's Seal]
---------------------------------- (This area for official
notarial seal)
