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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
CAVCO INDUSTRIES, INC.
(Name of Issuer)
$0.05 Par Value Common Stock
(Title of Class of Securities)
149 567 109
(CUSIP Number)
William M. Hardin, Esq., 2929 North Central Avenue, Phoenix, AZ 85012 (602)
640-9322
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 27, 1997
(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 / /.
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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. 149 567 109 PAGE 2 OF 7 PAGES
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Janal Limited Partnership 86-0756257
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
*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
CUSIP NO. 149 567 109 PAGE 3 OF 7 PAGES
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Al R. Ghelfi: ###-##-####
Alfred and Janet Ghelfi Trust Janet M. Ghelfi: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
OO
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SCHEDULE 13D
CUSIP NO. 149 567 109 PAGE 4 OF 7 PAGES
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The 1994 Alsons Trust 86-6225284
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
OO
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SCHEDULE 13D
(Amendment No. 3)
This Amendment No. 3 amends and supplements the statements on Schedule
13D of (i) Janal Limited Partnership ("Janal"), (ii) Alfred and Janet Ghelfi
Trust (the "Ghelfi Trust"), and (iii) The 1994 Alsons Trust (the "Alsons
Trust"), each dated June 29, 1994, and each as amended by Amendment No. 1
thereto dated December 12, 1994, and as further amended and restated by
Amendment No. 2 thereto dated December 11, 1996 (as amended and restated, the
"Statement"). This Amendment No. 3 is filed in connection with the transactions
entered into in connection with that certain Agreement and Plan of Merger dated
as of December 4, 1996 (the "Merger Agreement") by and among the Issuer, Centex
Real Estate Corporation ("CREC"), MFH Holding Company, a Nevada corporation (the
"Holding Company"), MFH Acquisition Company, an Arizona corporation and
wholly-owned subsidiary of the Holding Company (the "Merger Subsidiary") and
certain shareholders of the Issuer, Al R. Ghelfi, Janet M. Ghelfi and Janal (the
"Shareholder Parties"), and the agreements, documents and instruments
contemplated thereby.
Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to such terms in the Statement. Except as expressly set forth
in this Amendment No. 3, there have been no material changes in the information
contained in the Statement.
Item 4: Purpose of Transaction
(See Item 5.)
Item 5: Interest in Securities of the Issuer
The information set forth in Item 5 of the Statement is hereby
amended and supplemented as follows:
The transactions contemplated by the Merger Agreement, as
described in the Statement, were consummated on March 27, 1997. On such
date, the Shareholder Parties contributed 783,441 shares of Cavco
Common Stock to the Holding Company in exchange for 7824.41 Holding
Company shares. All other shares of Cavco Common Stock held by the
Shareholder Parties were converted into the right to receive the Merger
Consideration. Accordingly, the Shareholder Parties presently own no
shares of Cavco Common Stock, $0.05 par value.
As a result of the Merger and the transactions consummated in
connection therewith, all of the outstanding common stock of the Issuer
(1000 shares, no par value) is currently owned by the Holding Company.
CREC, through its ownership of shares in the Holding Company, holds an
approximate 78% indirect equity interest in the Issuer, and the
Shareholder Parties, through their ownership of shares in the Holding
Company, hold the remaining approximate 22% indirect equity interest in
the Issuer.
Page 5 of 7
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Accordingly, the common stock of the Issuer has ceased to be
authorized to be quoted on The Nasdaq Stock Market and has become
eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934.
Item 6: Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
(See Item 5.)
Item 7: Material to Be Filed as Exhibits
Exhibit A Group Letter Agreement dated as of April 8,
1997, between Janal Limited Partnership, an
Arizona limited partnership, Al R. Ghelfi
and Janet M. Ghelfi as trustees of The 1994
Alsons Trust, and Al R. Ghelfi and Janet M.
Ghelfi as trustees of the Alfred and Janet
Ghelfi Trust.
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: April 8, 1997 JANAL LIMITED PARTNERSHIP,
an Arizona 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/Al R. Ghelfi
------------------------------------
Al R. Ghelfi, Family Trustee
Page 6 of 7
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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
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: April 8, 1997 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
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: April 8, 1997 THE 1994 ALSONS TRUST, created
February 9, 1994, general partner
By: /s/Janet M. Ghelfi
------------------------------------
Janet M. Ghelfi, Independent Trustee
By: /s/Al R. Ghelfi
------------------------------------
Al R. Ghelfi, Family Trustee
Page 7 of 7
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EXHIBIT A
GROUP LETTER AGREEMENT
April 8, 1997
The undersigned hereby agree, with respect to the Schedule 13D to which
this letter agreement is an exhibit, to file as a group pursuant to Rule
13d-1(f)(1).
JANAL LIMITED PARTNERSHIP,
an Arizona 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/Al R. Ghelfi
------------------------------------
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
Page 1 of 2
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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
THE 1994 ALSONS TRUST, created February 9,
1994, general partner
By: /s/Janet M. Ghelfi
-------------------------------------
Janet M. Ghelfi, Independent Trustee
By: /s/Al R. Ghelfi
-------------------------------------
Al R. Ghelfi, Family Trustee
Page 2 of 2
