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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)
Amendment No. 2
(Final Amendment)
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.
c. [ ] A tender offer.
d. [ ] None of the above.
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Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [ ]
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 Amendment No. 2 (the "Final Amendment") on Schedule 13E-3 amends
and supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed
by Al R. Ghelfi, Janet M. Ghelfi and Janal Limited Partnership on January 7,
1997, as amended and supplemented by Amendment No. 1 thereto filed on February
19, 1997 (as amended and restated, the "Statement"), in connection with a
proposal to approve 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").
This Final Amendment is being filed, pursuant to Rule 13e-3(d)(3), to
report the results of the transaction which is the subject of this Statement.
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 Final Amendment, all information in the Statement remains unchanged.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in Item 10 of the Statement is hereby
amended and supplemented as follows:
As a result of the Merger and the transactions consummated in
connection therewith, all of the outstanding common stock of the Company (as
the Surviving Corporation) 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 Company, and the Ghelfi Parties, through
their ownership of shares in the Holding Company, hold the remaining
approximate 22% indirect equity interest in the Company.
ITEM 14. FINANCIAL INFORMATION.
The information set forth in Item 14(a) of the Statement is hereby
amended and supplemented as follows:
(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, as amended, and Quarterly Report on Form 10-Q
for the quarter ended December 31, 1996, as amended, (each of
which is incorporated by reference in the Proxy Statement) is
incorporated herein by reference.
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ITEM 16. ADDITIONAL INFORMATION.
The information set forth in Item 16 of the Statement is hereby
amended and supplemented as follows:
The Merger Agreement and the transactions contemplated thereby were
approved by the Shareholders of the Company at the Special Meeting of
Shareholders held on March 27, 1997, and the transactions described in this
Statement were consummated on that date. Articles of Merger were filed with the
Arizona Corporation Commission on March 27, 1997, and the Merger became
effective on that date.
Each share of Common Stock that was issued and outstanding immediately
prior to the Effective Time (other than the Contributed Company Shares and
shares, if any, held by persons who exercised dissenters' rights under Arizona
law) has been converted as of the Effective Time into the right to receive
$26.75 per share in cash, in accordance with the terms of the Merger Agreement.
Because the Company, as a result of the Merger, now has only one
shareholder, the Company will duly file certification on Form 15 pursuant to
Rule 12g-4 to provide notice of termination of the registration of the Common
Stock under the Securities and Exchange Act of 1934 and to suspend all
reporting requirements thereunder.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: As of April 3, 1997
CAVCO INDUSTRIES, INC.
By /s/ BRENT GHELFI
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Brent Ghelfi
Its President and Chief Executive Officer
/s/ AL R. GHELFI
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AL R. GHELFI
/s/ JANET M. GHELFI
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JANET M. GHELFI
JANAL LIMITED PARTNERSHIP
By: THE 1994 ALSONS TRUST, created
February 9, 1994, general partner
By: /s/ JANET M. GHELFI
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Janet M. Ghelfi,
Independent Trustee
By: /s/ AL 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
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Al R. Ghelfi,
Trustee
By: /s/ JANET M. GHELFI
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Janet M. Ghelfi,
Trustee
