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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934
and Rule 13e-3 thereunder)
(Amendment No. __)
CAVCO INDUSTRIES, INC.
(Name of the Issuer)
Cavco Industries, Inc.
Al R. Ghelfi
Janet M. Ghelfi
Janal Limited Partnership
(Name of Person(s) Filing Statement)
Common Stock, $0.05 par value
(Title of Class of Securities)
149567109
(CUSIP Number of Class of Securities)
Al R. Ghelfi, 1001 North Central Avenue, Eighth Floor,
Phoenix, Arizona 85004, tel. (602) 256-6263
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of
person(s) filing statement)
Copies to: William M. Hardin, Esq.
Osborn Maledon, P.A.
2929 North Central Avenue, Suite 2100
Phoenix, AZ 85012-2794
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
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c. [ ] A tender offer
d. [ ] None of the above
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [X]
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
$74,302,191 $14,860.44
* For purposes of calculation of fee only. The transaction valuation is based
upon the cash payment per share in the proposed transaction in accordance with
Rule 0-11.
[X] Check box if any part of the fee is offset as provided by Rule 0-ll(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $14,860.44
Form or Registration No. Schedule 14A
Filing Party: Cavco Industries, Inc.
Date Filed: January 7, 1997
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This Rule 13E-3 Transaction Statement (the "Statement") relates to a
proposal to approve and adopt an Agreement and Plan of Merger (the "Merger
Agreement") dated as of December 4, 1996, by and among Cavco Industries, Inc.
(the "Issuer" or the "Company"), Centex Real Estate Corporation ("CREC"), MFH
Holding Company (the "Holding Company"), MFH Acquisition Company (the "Merger
Subsidiary") and certain shareholders of the Issuer, Al R. Ghelfi, Janet M.
Ghelfi and Janal Limited Partnership (the "Ghelfi Parties"), pursuant to which
the Merger Subsidiary will be merged with and into the Company upon the terms
and subject to the conditions set forth in the Merger Agreement (the "Merger").
This Statement is intended to satisfy the reporting requirements of Section
13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
if and to the extent they are deemed to be applicable to this transaction. A
copy of the Merger Agreement has been filed by the Company as Appendix A to the
proxy statement (the "Proxy Statement") filed as Exhibit (d) to this Statement.
The cross-reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Proxy Statement of
the information required to be included in response to the items of this
Statement. The information in the Proxy Statement, including all appendices
thereto, is hereby expressly incorporated herein by reference and the responses
to each item in this Statement are qualified in their entirety by the
information contained in the Proxy Statement and such appendices. Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to
such terms in the Proxy Statement.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information set forth in "Summary" and "Cavco Industries,
Inc." is incorporated herein by reference.
(b) The information set forth on the cover page of the Proxy Statement
and in "The Special Meeting--Record Date; Voting Rights" and "Market Price and
Dividend Information" is incorporated herein by reference.
(c), (d) The information set forth in "Available Information" and
"Market Price and Dividend Information" is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in "Security Ownership of Certain
Beneficial Owners and Management" is incorporated herein by reference.
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ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d), (g) This statement is being filed by the Issuer, and by
certain affiliates of the Issuer, of the Common Stock which is the subject of
the Rule 13e-3 transaction. The information set forth in "Cavco Industries,
Inc.," "The Ghelfi Parties" and "Security Ownership of Certain Beneficial
Owners and Management" is incorporated herein by reference.
(e) Negative.
(f) Negative.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1) The information set forth in the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1996 (which is incorporated by
reference in the Proxy Statement) under the caption "Executive Compensation"
is incorporated herein by reference.
(a)(2) The information set forth in "Special Factors--Background of the
Merger" is incorporated herein by reference.
(b) The information set forth in "Special Factors--Background of the
Merger" is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in "Summary," "The Merger Agreement"
and "Related Agreements" is incorporated herein by reference.
(b) The information set forth in "Summary," "Special
Factors--Interests of Certain Persons in the Merger," "The Merger Agreement"
and "Related Agreements" is incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a), (b) The information set forth in "Summary," "Special
Factors--Certain Effects of the Merger; Plans for the Company after the Merger"
and "Related Agreements--Shareholders' Agreement" is incorporated herein by
reference.
(c) The information set forth in "Summary," "Special
Factors--Interests of Certain Persons in the Merger" and "--Certain Effects of
the Merger; Plans for the Company after the Merger," "The Merger
Agreement--Governing
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Documents; Directors and Officers" and "Related Agreements--Shareholders'
Agreement," "--Consulting Agreement" and "--Employment Agreement" is
incorporated herein by reference.
(d) The information set forth in "Special Factors--Certain Effects of
the Merger; Plans for the Company after the Merger," "Related
Agreements--Shareholders' Agreement" and "Market Price and Dividend Information"
is incorporated herein by reference.
(e)-(g) The information set forth in "Summary," "The Merger
Agreement--Post-Termination Proposals" and "Special Factors--Certain Effects of
the Merger; Plans for the Company after the Merger" is incorporated herein by
reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in "Summary" and "Special
Factors--Financing the Merger" is incorporated herein by reference.
(b) The information set forth in "The Special Meeting--Solicitation of
Proxies," "Special Factors--Background of the Merger," "--Opinion of Financial
Advisor" and "--Financing the Merger" and "The Merger Agreement--Expenses" is
incorporated herein by reference.
(c) Not applicable.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(c) The information set forth in "Summary" and "Special
Factors--Background of the Merger," "--Purpose of the Merger" and
"--Recommendation and Reasons for the Merger" is incorporated herein by
reference.
(d) The information set forth in "Summary," "Special Factors--Interests
of Certain Persons in the Merger," "--Certain Effects of the Merger; Plans for
the Company after the Merger" and "--Certain Federal Income Tax Consequences,"
"The Merger Agreement" and "Related Agreements" is incorporated herein by
reference.
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ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) The information set forth in "Summary" and "Special
Factors--Background of the Merger," "--Recommendation and Reasons for the
Merger" and "--Interests of Certain Persons In the Merger" is incorporated
herein by reference.
(b) The information set forth in "Summary" and "Special
Factors--Background of the Merger," "--Recommendation and Reasons for the
Merger" and "--Opinion of Financial Advisor" is incorporated herein by
reference.
(c) The information set forth in "Summary" and "The Special
Meeting--Votes Required for Approval; Revocability of Proxies" is incorporated
herein by reference.
(d), (e) The information set forth in "Summary" and "Special
Factors--Background of the Merger" and "--Recommendation and Reasons for the
Merger" is incorporated herein by reference.
(f) The information set forth in "Special Factors--Background of the
Merger" is incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(b) The information set forth in "Summary" and "Special
Factors--Background of the Merger," "--Recommendation and Reasons for the
Merger" and "--Opinion of Financial Advisor" is incorporated herein by
reference.
(c) The information set forth in "Special Factors--Opinion of Financial
Advisor" is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in "Security Ownership of Certain
Beneficial Owners and Management" is incorporated herein by reference.
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(b) Not applicable.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The information set forth in "Summary," "Special Factors--Background
of the Merger" and "--Interest of Certain Persons in the Merger," "The Merger
Agreement," "Related Agreements" and "Certain Other Agreements Between CREC and
the Ghelfi Parties" is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATIONS OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a) The information set forth in "Summary," "The Special Meeting--Votes
Required for Approval; Revocability of Proxies," "Certain Other Agreements
Between CREC and the Ghelfi Parties--Voting Agreement" and "--Stock Purchase
Agreement" and "Security Ownership of Certain Beneficial Owners and Management"
is incorporated herein by reference.
(b) The information set forth in "Summary" and "Special
Factors--Recommendation and Reasons for the Merger" is incorporated herein by
reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in "Summary," "The Merger Agreement--
Dissenters' Rights" and "Dissenters' Rights" is incorporated herein by
reference.
(b) Not applicable.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in "Selected Financial Data" is
incorporated herein by reference. The information set forth in the Company's
Annual Report on Form 10-K for the year ended September 30, 1996 and Quarterly
Report on Form 10-Q for the quarter ended December 31, 1996 (which are
incorporated by reference in the Proxy Statement) is incorporated herein by
reference.
(b) Not applicable.
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ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a)-(b) The information set forth in "Summary" and "The Special
Meeting--Solicitation of Proxies" is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
The information set forth in the Proxy Statement and the Appendices
thereto is incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
(b) Fairness opinion of Goldman Sachs (incorporated herein by
reference to Appendix B to the Proxy Statement).
(c)(1) The Merger Agreement (incorporated herein by reference to
Appendix A to the Proxy Statement).
(c)(2) The Shareholders' Agreement (incorporated herein by reference
to Exhibit D to Appendix A to the Proxy Statement).
(c)(3) The Voting Agreement (incorporated herein by reference to
Exhibit 99.1 to the Company's Current Report on Form 8-K dated December 4, 1996
and filed with the Commission on December 16, 1996, as amended by its Current
Report on Form 8-K/A filed with the Commission on December 19, 1996 (the "1996
Form 8-K")).
(c)(4) The Stock Purchase Agreement (incorporated herein by reference
to Exhibit 99.2 to the 1996 Form 8-K).
(d) Proxy Statement and related Notice of Special Meeting, letter to
shareholders and proxy card (incorporated herein by reference to the Proxy
Statement and related materials filed by the Company on Schedule 14A).
(e) Full text of Sections 10-1301 through 10-1331 of the Arizona
Business Corporation Act (incorporated herein by reference to Appendix C to the
Proxy Statement).
(f) Not applicable.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: January 7, 1997
CAVCO INDUSTRIES, INC.
By /s/ Brent M. Ghelfi
----------------------------------------
Its President and Chief Executive Officer
----------------------------------------
/s/ Al R. Ghelfi
----------------------------------------
AL R. GHELFI
/s/ Janet M. Ghelfi
----------------------------------------
JANET M. GHELFI
JANAL LIMITED PARTNERSHIP
By: THE 1994 ALSONS TRUST, created February
9, 1994, general partner
By /s/ Janet M. Ghelfi
----------------------------------
Janet M. Ghelfi,
Independent Trustee
By /s/ A. R. Ghelfi
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Al R. Ghelfi,
Family Trustee
By: ALFRED AND JANET GHELFI TRUST,
created August 24, 1989, general partner
By /s/ Al R. Ghelfi
----------------------------------
Al R. Ghelfi,
Trustee
By /s/ Janet M. Ghelfi
----------------------------------
Janet M. Ghelfi,
Trustee
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EXHIBIT INDEX
EXHIBIT NO.
(a) Not applicable.
(b) Fairness opinion of Goldman Sachs (incorporated herein by
reference to Appendix B to the Proxy Statement).
(c)(1) The Merger Agreement (incorporated herein by reference to
Appendix A to the Proxy Statement).
(c)(2) The Shareholders' Agreement (incorporated herein by reference
to Exhibit D to Appendix A to the Proxy Statement).
(c)(3) The Voting Agreement (incorporated herein by reference to
Exhibit 99.1 to the Company's Current Report on Form 8-K dated December 4, 1996
and filed with the Commission on December 16, 1996, as amended by its Current
Report on Form 8-K/A filed with the Commission on December 19, 1996 (the "1996
Form 8-K")).
(c)(4) The Stock Purchase Agreement (incorporated herein by reference
to Exhibit 99.2 to the 1996 Form 8-K).
(d) Proxy Statement and related Notice of Special Meeting, letter to
shareholders and proxy card (incorporated herein by reference to the Proxy
Statement and related materials filed by the Company on Schedule 14A).
(e) Full text of Sections 10-1301 through 10-1331 of the Arizona
Business Corporation Act (incorporated herein by reference to Appendix C to the
Proxy Statement).
(f) Not applicable.
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