<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 25, 1998
REGISTRATION NO. 333-62021
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
AMENDMENT NO. 4
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
HOME INTERIORS & GIFTS, INC.
AND THE GUARANTORS NAMED IN FOOTNOTE (1) BELOW
(Exact name of Co-Registrants as specified in their charters)
<TABLE>
<S> <C>
TEXAS 5023
(State or Other Jurisdiction of (Primary Standard Industrial
Incorporation or Organization) Classification Code Number)
<CAPTION>
<S> <C>
TEXAS 75-0981828
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
</TABLE>
DONALD J. CARTER, JR.
CHIEF EXECUTIVE OFFICER
4550 SPRING VALLEY ROAD
DALLAS, TEXAS 75244-3705
(972) 386-1000
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Principal Executive Offices and Agent for Service)
Copies to:
GLENN D. WEST
WEIL, GOTSHAL & MANGES LLP
100 CRESCENT COURT, SUITE 1300
DALLAS, TEXAS 75201
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is a compliance
with General Instruction G, 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, 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 the Rule 462(d)
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. [ ]
- ---------
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
PROPOSED
MAXIMUM
PROPOSED AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING OFFERING
SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT PRICE(2)
- ------------------------------------------------------------------------------------------------------------------
10 1/8% Senior Subordinated Notes due 2008............ $200,000,000 100% $200,000,000
- ------------------------------------------------------------------------------------------------------------------
Senior Subordinated Guarantees(4)..................... -- -- --
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
AMOUNT OF
TITLE OF EACH CLASS OF REGISTRATION
SECURITIES TO BE REGISTERED FEE(3)
- ------------------------------------------------------------------------------------------------------------------
10 1/8% Senior Subordinated Notes due 2008............ $59,000
- ------------------------------------------------------------------------------------------------------------------
Senior Subordinated Guarantees(4)..................... --
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Dallas Woodcraft, Inc., a Texas corporation (I.R.S. Employer Identification
No. 75-1248263), GIA, Inc., a Nebraska corporation (I.R.S. Employer
Identification No. 75-2819682), Homco, Inc., a Texas corporation (I.R.S.
Employer Identification No. 75-1725861), Homco Puerto Rico, Inc., a Delaware
corporation (I.R.S. Employer Identification No. 75-2695262), and Spring
Valley Scents, Inc., a Texas corporation (I.R.S. Employer Identification No.
75-2729831).
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Previously paid in connection with the original filing.
(4) The 10 1/8% Senior Subordinated Notes due 2008 are guaranteed by the
Co-Registrants on a senior subordinated basis. No separate consideration
will be paid in respect of the guarantees.
------------------------------
THE CO-REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE CO-REGISTRANTS
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles of Incorporation and the Bylaws of the Company and Dallas
Woodcraft, Inc., a Texas corporation, Homco, Inc., a Texas corporation, and
Spring Valley Scents, Inc., a Texas corporation (collectively, the "Texas
Guarantors"), and GIA, Inc., a Nebraska corporation ("GIA"), and the Certificate
of Incorporation and Bylaws of Homco Puerto Rico, Inc., a Delaware corporation
("Homco PR"), provide for the indemnification of directors and officers to the
fullest extent permitted by the Texas Business Corporation Act ("TBCA"), the
Nebraska Business Corporation Act ("NBCA") and the General Corporation Law of
the State of Delaware ("DGCL"), respectively. Pursuant to the provisions of
Article 2.02-1 of the TBCA, the Company and the Texas Guarantors have the power
to indemnify a person who was, is, or is threatened to be named a defendant in a
proceeding because the person is or was a director only if it is determined that
the director conducted himself in good faith, reasonably believed that his
conduct was in the Company's or the Texas Guarantors' best interests (in the
case of conduct in his official capacity) or not opposed to the Company's or the
Texas Guarantors' best interests (in all other cases) and in the case of a
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. Officers may be indemnified to the same extent as directors pursuant
to certain sections of Article 2.02-1. The provisions of Sections 21-20,102 and
21-20,108 of the NBCA provide GIA the authority for substantially similar
indemnification of directors and officers as does the TBCA. Pursuant to the
provisions of Section 145 of the DGCL, Homco PR has the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding by reason of the
fact that he is or was a director, officer, employee, or agent of Homco PR
against any and all expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding. The power to indemnify only applies if such person acted in good
faith and in a manner he reasonably believed to be in the best interest, or not
opposed to the best interest, of Homco PR and with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful.
Indemnification is not available if such person has been adjudged to have
been liable to the Company, the Texas Guarantors, GIA or Homco PR, unless and
only to the extent that the court in which such action determines that, despite
the adjudication of liability, but in view of all of the circumstances, the
person is reasonably and fairly entitled to indemnification for such expenses as
the court shall deem proper. The Company, the Texas Guarantors, GIA and Homco PR
have the power to purchase and maintain insurance for directors and officers.
The statutes also expressly provide that the power to indemnify authorized
thereby is not exclusive of any rights granted under any bylaw, agreement, vote
of shareholders or disinterested directors, or otherwise.
The above discussion of the Articles of Incorporation and Bylaws of the
Company, the Texas Guarantors and GIA, the Certificate of Incorporation and
Bylaws of Homco PR, Article 2.02-1 of the TBCA, Sections 20-21,102 and 20-21,108
of the NBCA and Section 145 of the DGCL is not intended to be exhaustive and is
qualified in its entirety by reference thereto.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company,
the Texas Guarantors, GIA and Homco PR pursuant to the foregoing provisions, or
otherwise, the Company, the Texas Guarantors, GIA and Homco PR have been advised
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Act and is therefore unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment of
expenses incurred or paid by a director, officer or controlling person thereof
in the successful defense of any action, suit or proceeding) is asserted by a
director, officer or controlling person in connection with the securities being
registered, the Company, the Texas Guarantors, GIA and Homco PR 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 of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-1
<PAGE> 3
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
2.1 -- Agreement and Plan of Merger, dated April 13, 1998,
merging Crowley Investments, Inc. into the Company.*
2.2 -- Articles of Merger, dated June 4, 1998.*
3.1 -- Articles of Incorporation of the Company, as amended.*
3.2 -- Bylaws of the Company.*
3.3 -- Articles of Incorporation of Dallas Woodcraft, Inc.
(f/k/a Bo-Mar Manufacturing Co., Inc.)*
3.4 -- Bylaws of Dallas Woodcraft, Inc. (f/k/a Bo-Mar
Manufacturing Co., Inc.)*
3.5 -- Articles of Incorporation of Homco, Inc. (f/k/a Syroco of
Texas, Inc.)*
3.6 -- Bylaws of Homco, Inc. (f/k/a Syroco of Texas, Inc.)*
3.7 -- Articles of Incorporation of Spring Valley Scents, Inc.*
3.8 -- Bylaws of Spring Valley Scents, Inc.*
3.9 -- Articles of Incorporation of GIA, Inc.*
3.10 -- Bylaws of GIA, Inc.*
3.11 -- Certificate of Incorporation of Homco Puerto Rico, Inc.*
3.12 -- Bylaws of Homco Puerto Rico, Inc.*
4.1 -- Indenture, dated as of June 4, 1998, among the Company,
as issuer, the Guarantors named therein and United States
Trust Company of New York, as trustee.*
4.2 -- Purchase Agreement, dated as of May 28, 1998, among the
Company, as issuer, the Guarantors named therein and
Bear, Stearns & Co., Inc., Chase Securities, Inc., Morgan
Stanley Dean Witter and NationsBanc Montgomery Securities
LLC, as initial purchasers.*
4.3 -- Exchange and Registration Rights Agreement, dated as of
June 4, 1998, among the Company, the Guarantors named
therein and Bear, Stearns & Co., Inc., Chase Securities,
Inc., Morgan Stanley Dean Witter and NationsBanc
Montgomery Securities LLC.*
5.1 -- Opinion of Weil, Gotshal & Manges LLP as to the validity
of the securities registered hereby.+
8.1 -- Opinion of Weil, Gotshal & Manges LLP regarding certain
tax matters.*
10.1 -- Credit Agreement, dated as of June 4, 1998, among Home
Interiors & Gifts, Inc., the Lenders from time to time
party thereto, The Chase Manhattan Bank, as syndication
agent, National Westminster Bank, PLC, as documentation
agent, The Prudential Insurance Company of America, as a
co-agent, Societe Generale, as a co-agent, Citicorp USA,
Inc., as a co-agent, and Nationsbank, N.A., as
administrative agent for the Lenders.*
10.2 -- Financial Advisory Agreement, dated June 4, 1998, between
the Company, Dallas Woodcraft, Inc., GIA, Inc., Homco,
Inc., Homco Puerto Rico, Inc., Spring Valley Scents,
Inc., Homco de Mexico, S.A. de C.V., and Hicks, Muse &
Co. Partners, L.P.*
10.3 -- Monitoring and Oversight Agreement, dated June 4, between
the Company, Dallas Woodcraft, Inc., GIA, Inc., Homco,
Inc., Homco Puerto Rico, Inc., Spring Valley Scents,
Inc., Homco de Mexico, S.A. de C.V., and Hicks, Muse &
Co. Partners, L.P.*
10.4 -- Consulting Agreement, dated June 4, 1998, between Company
and Ronald L. Carter.*
</TABLE>
II-2
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
10.5 -- Home Interiors & Gifts, Inc. 1998 Stock Option Plan for
Key Employees, dated June 4, 1998.*
10.6 -- Executive Employment Agreement, dated June 4, 1998,
between Company and Donald J. Carter.*
10.7 -- Executive Employment Agreement, dated June 4, 1998,
between Company and Donald J. Carter Jr.*
10.8 -- Executive Employment Agreement, dated June 4, 1998,
between Company and Barbara J. Hammond.*
10.9 -- Executive Employment Agreement, dated June 4, 1998,
between Company and Christina L. Carter Urschel.*
10.10 -- Home Interiors & Gifts, Inc., 1998 Stock Option Plan for
Unit Directors, Branch Directors and Certain Other
Independent Contractors.*
10.11 -- Home Interiors & Gifts, Inc. 1998 Stock Option Trust,
dated June 4, 1998.*
10.12 -- Agreement, dated February 26, 1997, by and between the
Company and Distribution Architects International, Inc.*
10.13 -- ISDA Master Agreement, dated as of June 25, 1998, by and
between NationsBank, N.A. and the Company.*
10.14 -- Shareholders Agreement, as of June 4, 1998 between
Company, Adkins Family Partnership, LTD., M. Douglas
Adkins, Estate of Fern Ardinger, Ardinger Family
Partnership, LTD., Donald J. Carter, Jr., Linda J.
Carter, Ronald Lee Carter, Donald J. Carter, William J.
Hendrix, as Independent Special Trustee of the Carter
1997 Charitable Remainder Unit Trust, Howard L. Hammond
and Barbara J. Hammond, Trustees of the Hammond Family
Trust and Christina Lynne Carter Urschel.*
12.1 -- Computation of Ratio of Earnings to Fixed Charges.*
21.1 -- Subsidiaries of the Company.*
23.1 -- Consent of Weil, Gotshal & Manges LLP (included in the
opinions filed as Exhibit 5.1 and Exhibit 8.1 to the
Registration Statement).
23.2 -- Consent of PricewaterhouseCoopers LLP, independent
auditors.*
24.1 -- Powers of Attorney of directors and executive officers of
the Co-Registrants.*
25.1 -- Statement of Eligibility and Qualification of the United
States Trust Company of New York, as trustee, under the
Indenture listed as Exhibit 4.1 hereto on Form T-1.*
27.1 -- Financial Data Schedule for the Nine Months Ended
September 30, 1998.*
27.2 -- Financial Data Schedule for the Year Ended December 31,
1997.*
99.1 -- Form of Letter of Transmittal.*
99.2 -- Form of Notice of Guaranteed Delivery.*
99.3 -- Form of Exchange Agent Agreement.*
</TABLE>
- ---------------
* Previously filed.
+ Filed herewith.
(b) Financial Statement Schedules:
All schedules have been omitted since the required information is
either not present or not in amounts sufficient to require submission of
the schedule, or because the information required is included in the
consolidated financial statements or the notes thereto.
II-3
<PAGE> 5
ITEM 22. UNDERTAKINGS.
(a) The undersigned Co-Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the 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 the 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; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at the time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) The undersigned Co-Registrants hereby undertake to respond to
requests for information that is incorporated by reference into the
prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one
business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date
of the registration statement through the date of responding to the
request.
(5) The undersigned Co-Registrants hereby undertake to supply by means
of a post-effective amendment all information concerning a transaction, and
the company being acquired involved therein, that was not the subject of
and included in the registration statement when it became effective.
II-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Co-Registrant certifies that it has reasonable grounds to believe that it meets
all requirements for filing on Form S-4 and has duly caused this Amendment No. 4
to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on November
25, 1998.
HOME INTERIORS & GIFTS, INC.
By: /s/ DONALD J. CARTER, JR.
----------------------------------
Donald J. Carter, Jr.
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ DONALD J. CARTER, JR. Director, Chairman of the November 25, 1998
- --------------------------------------------------- Board and Chief Executive
Donald J. Carter, Jr. Officer (principal
executive officer of the
Company)
* Chief Financial Officer November 25, 1998
- --------------------------------------------------- (principal financial and
Leonard A. Robertson accounting officer of the
Company)
* Director and President November 25, 1998
- ---------------------------------------------------
Barbara J. Hammond
* Director and Executive Vice November 25, 1998
- --------------------------------------------------- President
Christina L. Carter Urschel
* Director November 25, 1998
- ---------------------------------------------------
Thomas O. Hicks
* Director November 25, 1998
- ---------------------------------------------------
Jack D. Furst
* Director November 25, 1998
- ---------------------------------------------------
Lawrence D. Stuart, Jr.
* Director November 25, 1998
- ---------------------------------------------------
Daniel S. Dross
* Director November 25, 1998
- ---------------------------------------------------
Sheldon I. Stein
* By: /s/ DONALD J. CARTER, JR.
--------------------------------------------
Donald J. Carter, Jr.
Attorney-in-fact
</TABLE>
II-5
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Co-Registrant certifies that it has reasonable grounds to believe that it meets
all requirements for filing on Form S-4 and has duly caused this Amendment No. 4
to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on November
25, 1998.
HOMCO, INC.
By: /s/ DONALD J. CARTER, JR.
----------------------------------
Donald J. Carter, Jr.
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ DONALD J. CARTER, JR. Sole Director and President November 25, 1998
- --------------------------------------------------- (principal executive
Donald J. Carter, Jr. officer)
* Secretary (principal November 25, 1998
- --------------------------------------------------- financial and accounting
Leonard A. Robertson officer)
*By: /s/ DONALD J. CARTER, JR.
---------------------------------------------
Donald J. Carter, Jr.
Attorney-in-fact
</TABLE>
II-6
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Co-Registrant certifies that it has reasonable grounds to believe that it meets
all requirements for filing on Form S-4 and has duly caused this Amendment No. 4
to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on November
25, 1998.
DALLAS WOODCRAFT, INC.
By: /s/ DONALD J. CARTER, JR.
----------------------------------
Donald J. Carter, Jr.
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ DONALD J. CARTER, JR. Sole Director and President November 25, 1998
- --------------------------------------------------- (principal executive
Donald J. Carter, Jr. officer)
* Secretary (principal November 25, 1998
- --------------------------------------------------- financial and accounting
Leonard A. Robertson officer)
*By: /s/ DONALD J. CARTER, JR.
---------------------------------------------
Donald J. Carter, Jr.
Attorney-in fact
</TABLE>
II-7
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Co-Registrant certifies that it has reasonable grounds to believe that it meets
all requirements for filing on Form S-4 and has duly caused this Amendment No. 4
to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on November
25, 1998.
SPRING VALLEY SCENTS, INC.
By: /s/ DONALD J. CARTER, JR.
----------------------------------
Donald J. Carter, Jr.
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ DONALD J. CARTER, JR. Sole Director and President November 25, 1998
- --------------------------------------------------- (principal executive
Donald J. Carter, Jr. officer)
* Secretary (principal November 25, 1998
- --------------------------------------------------- financial and accounting
Leonard A. Robertson officer)
*By: /s/ DONALD J. CARTER, JR.
---------------------------------------------
Donald J. Carter, Jr.
Attorney-in-fact
</TABLE>
II-8
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Co-Registrant certifies that it has reasonable grounds to believe that it meets
all requirements for filing on Form S-4 and has duly caused this Amendment No. 4
to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on November
25, 1998.
GIA, INC.
By: /s/ DONALD J. CARTER, JR.
----------------------------------
Donald J. Carter, Jr.
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ DONALD J. CARTER, JR. Sole Director and President November 25, 1998
- --------------------------------------------------- (principal executive
Donald J. Carter, Jr. officer)
* Secretary (principal November 25, 1998
- --------------------------------------------------- financial and accounting
Leonard A. Robertson officer)
*By: /s/ DONALD J. CARTER, JR.
---------------------------------------------
Donald J. Carter, Jr.
Attorney-in-fact
</TABLE>
II-9
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Co-Registrant certifies that it has reasonable grounds to believe that it meets
all requirements for filing on Form S-4 and has duly caused this Amendment No. 4
to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on November
25, 1998.
HOMCO PUERTO RICO, INC.
By: /s/ DONALD J. CARTER, JR.
----------------------------------
Donald J. Carter, Jr.
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ DONALD J. CARTER, JR. Sole Director, and President November 25, 1998
- --------------------------------------------------- (principal executive
Donald J. Carter, Jr. officer)
* Secretary (principal November 25, 1998
- --------------------------------------------------- financial and accounting
Leonard A. Robertson officer)
*By: /s/ DONALD J. CARTER, JR.
---------------------------------------------
Donald J. Carter, Jr.
Attorney-in-fact
</TABLE>
II-10
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
2.1 -- Agreement and Plan of Merger, dated April 13, 1998,
merging Crowley Investments, Inc. into the Company.*
2.2 -- Articles of Merger, dated June 4, 1998.*
3.1 -- Articles of Incorporation of the Company, as amended.*
3.2 -- Bylaws of the Company.*
3.3 -- Articles of Incorporation of Dallas Woodcraft, Inc.
(f/k/a Bo-Mar Manufacturing Co., Inc.)*
3.4 -- Bylaws of Dallas Woodcraft, Inc. (f/k/a Bo-Mar
Manufacturing Co., Inc.)*
3.5 -- Articles of Incorporation of Homco, Inc. (f/k/a Syroco of
Texas, Inc.)*
3.6 -- Bylaws of Homco, Inc. (f/k/a Syroco of Texas, Inc.)*
3.7 -- Articles of Incorporation of Spring Valley Scents, Inc.*
3.8 -- Bylaws of Spring Valley Scents, Inc.*
3.9 -- Articles of Incorporation of GIA, Inc.*
3.10 -- Bylaws of GIA, Inc.*
3.11 -- Certificate of Incorporation of Homco Puerto Rico, Inc.*
3.12 -- Bylaws of Homco Puerto Rico, Inc.*
4.1 -- Indenture, dated as of June 4, 1998, among the Company,
as issuer, the Guarantors named therein and United States
Trust Company of New York, as trustee.*
4.2 -- Purchase Agreement, dated as of May 28, 1998, among the
Company, as issuer, the Guarantors named therein and
Bear, Stearns & Co., Inc., Chase Securities, Inc., Morgan
Stanley Dean Witter and NationsBanc Montgomery Securities
LLC, as initial purchasers.*
4.3 -- Exchange and Registration Rights Agreement, dated as of
June 4, 1998, among the Company, the Guarantors named
therein and Bear, Stearns & Co., Inc., Chase Securities,
Inc., Morgan Stanley Dean Witter and NationsBanc
Montgomery Securities LLC.*
5.1 -- Opinion of Weil, Gotshal & Manges LLP as to the validity
of the securities registered hereby.+
8.1 -- Opinion of Weil, Gotshal & Manges LLP regarding certain
tax matters.*
10.1 -- Credit Agreement, dated as of June 4, 1998, among Home
Interiors & Gifts, Inc., the Lenders from time to time
party thereto, The Chase Manhattan Bank, as syndication
agent, National Westminster Bank, PLC, as documentation
agent, The Prudential Insurance Company of America, as a
co-agent, Societe Generale, as a co-agent, Citicorp USA,
Inc., as a co-agent, and Nationsbank, N.A., as
administrative agent for the Lenders.*
10.2 -- Financial Advisory Agreement, dated June 4, 1998, between
the Company, Dallas Woodcraft, Inc., GIA, Inc., Homco,
Inc., Homco Puerto Rico, Inc., Spring Valley Scents,
Inc., Homco de Mexico, S.A. de C.V., and Hicks, Muse &
Co. Partners, L.P.*
10.3 -- Monitoring and Oversight Agreement, dated June 4, between
the Company, Dallas Woodcraft, Inc., GIA, Inc., Homco,
Inc., Homco Puerto Rico, Inc., Spring Valley Scents,
Inc., Homco de Mexico, S.A. de C.V., and Hicks, Muse &
Co. Partners, L.P.*
10.4 -- Consulting Agreement, dated June 4, 1998, between Company
and Ronald L. Carter.*
10.5 -- Home Interiors & Gifts, Inc. 1998 Stock Option Plan for
Key Employees, dated June 4, 1998.*
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
10.6 -- Executive Employment Agreement, dated June 4, 1998,
between Company and Donald J. Carter.*
10.7 -- Executive Employment Agreement, dated June 4, 1998,
between Company and Donald J. Carter Jr.*
10.8 -- Executive Employment Agreement, dated June 4, 1998,
between Company and Barbara J. Hammond.*
10.9 -- Executive Employment Agreement, dated June 4, 1998,
between Company and Christina L. Carter Urschel.*
10.10 -- Home Interiors & Gifts, Inc., 1998 Stock Option Plan for
Unit Directors, Branch Directors and Certain Other
Independent Contractors.*
10.11 -- Home Interiors & Gifts, Inc. 1998 Stock Option Trust,
dated June 4, 1998.*
10.12 -- Agreement, dated February 26, 1997, by and between the
Company and Distribution Architects International, Inc.*
10.13 -- ISDA Master Agreement, dated as of June 25, 1998, by and
between NationsBank, N.A. and the Company.*
10.14 -- Shareholders Agreement, as of June 4, 1998 between
Company, Adkins Family Partnership, LTD., M. Douglas
Adkins, Estate of Fern Ardinger, Ardinger Family
Partnership, LTD., Donald J. Carter, Jr., Linda J.
Carter, Ronald Lee Carter, Donald J. Carter, William J.
Hendrix, as Independent Special Trustee of the Carter
1997 Charitable Remainder Unit Trust, Howard L. Hammond
and Barbara J. Hammond, Trustees of the Hammond Family
Trust and Christina Lynne Carter Urschel.*
12.1 -- Computation of Ratio of Earnings to Fixed Charges.*
21.1 -- Subsidiaries of the Company.*
23.1 -- Consent of Weil, Gotshal & Manges LLP (included in the
opinions filed as Exhibit 5.1 and Exhibit 8.1 to the
Registration Statement).
23.2 -- Consent of PricewaterhouseCoopers LLP, independent
auditors.*
24.1 -- Powers of Attorney of directors and executive officers of
the Co-Registrants.*
25.1 -- Statement of Eligibility and Qualification of the United
States Trust Company of New York, as trustee, under the
Indenture listed as Exhibit 4.1 hereto on Form T-1.*
27.1 -- Financial Data Schedule for the Nine Months Ended
September 30, 1998.*
27.2 -- Financial Data Schedule for the Year Ended December 31,
1997.*
99.1 -- Form of Letter of Transmittal.*
99.2 -- Form of Notice of Guaranteed Delivery.*
99.3 -- Form of Exchange Agent Agreement.*
</TABLE>
- ---------------
* Previously filed.
+ Filed herewith.
<PAGE> 1
EXHIBIT 5.1
November 25, 1998
Home Interiors & Gifts, Inc.
Dallas Woodcraft, Inc.
GIA, Inc.
Homco, Inc.
Homco Puerto Rico, Inc.
Spring Valley Scents, Inc.
4550 Spring Valley Road
Dallas, Texas 75244-3705
Ladies and Gentlemen:
We have acted as counsel to Home Interiors & Gifts, Inc., a Texas
corporation (the "Company"), in connection with the preparation and filing by
the Company and by Dallas Woodcraft, Inc., a Texas corporation, GIA, Inc., a
Nebraska corporation ("GIA"), Homco, Inc., a Texas corporation, Homco Puerto
Rico, Inc., a Delaware corporation and Spring Valley Scents, Inc., a Texas
corporation (collectively, the "Subsidiary Guarantors"), of a Registration
Statement on Form S-4 (Registration No. 333-62021) (the "Registration
Statement"), filed with the Securities and Exchange Commission on August 21,
1998 under the Securities Act of 1933, as amended, relating to $200,000,000
aggregate principal amount of 10 1/8% Senior Subordinated Notes due 2008 (the
"New Notes") of the Company and the related guarantees thereof by the Subsidiary
Guarantors (the "Guarantees"). The Company and the Subsidiary Guarantors propose
to offer (the "Exchange Offer"), upon the terms set forth in the Prospectus
contained in the Registration Statement, to exchange $1,000 principal amount of
New Notes and the related Guarantees for each $1,000 principal amount of issued
and outstanding 10 1/8% Senior Subordinated Notes due 2008 of the Company (the
"Old Notes") and the related guarantees thereof by the Subsidiary Guarantors.
The New Notes and the related Guarantees will be issued under the Indenture,
dated June 4, 1998, by and among the Company, the Subsidiary Guarantors and
United States Trust Company of New York (the "Trustee") (as amended or
supplemented to the date hereof, the "Indenture").
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Indenture, the form of New
Notes set forth in the Indenture and such corporate records, agreements,
documents and other instruments, and such certificates or comparable documents
of public officers and of officers and representatives of the Company and the
Subsidiary Guarantors (such companies herein referred to collectively as the
"Home Interiors Companies"), and have made such
<PAGE> 2
Home Interiors & Gifts, Inc.
November 25, 1998
Page 2
inquiries of such officers and representatives as we have deemed relevant and
necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as originals, the conformity to original documents of
the authenticity of the originals of such latter documents. As to all
questions of fact material to this opinion that have not been independently
established, we have relied upon certificates or comparable documents of
officers and representatives of the Home Interiors Companies.
Based on the foregoing, and subject to the qualifications stated herein,
we are of the opinion that:
1. Assuming that the Indenture has been duly authorized, executed and
delivered by the Trustee, when (i) the New Notes issuable upon consummation of
the Exchange Offer have been duly executed by the Company and authenticated by
the Trustee in accordance with the terms of the Indenture and (ii) the New
Notes issuable upon consummation of the Exchange Offer have been duly delivered
against receipt of Old Notes surrendered in exchange therefor, the New Notes
issuable upon consummation of the Exchange Offer will constitute the legal,
valid and binding obligations of the Company, enforceable against it in
accordance with their terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally, and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought in
a proceeding at law or in equity).
2. Assuming that the Indenture has been duly authorized, executed and
delivered by the Trustee, when (i) the New Notes issuable upon consummation of
the Exchange Offer have been duly executed by the Company and authenticated by
the Trustee in accordance with the terms of the Indenture and (ii) the New
Notes issuable upon consummation of the Exchange Offer have been duly delivered
against receipt of Old Notes surrendered in exchange therefor, the Guarantees
issuable upon consummation of the Exchange Offer will constitute the legal,
valid and binding obligations of the Subsidiary Guarantors, enforceable against
them in accordance with their terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights and remedies generally, and subject, as to
enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity).
The opinions expressed herein are limited to the laws of the State of New
York, the corporate laws of the State of Delaware and the State of Texas and
the federal laws of
2
<PAGE> 3
Home Interiors & Gifts, Inc.
November 25, 1998
Page 3
the United States, and we express no opinion as to the effect on the matters
covered by this letter of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
3
