UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
Cavalier Homes, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
149507 - 105
(CUSIP Number)
Copies of Communications To:
David A. Roberson
Cavalier Homes, Inc.
P. 0. Box 300
Addison, Alabama 35540
(205) 747-1575
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
General Update
(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. [X] (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 less than five percent 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 (the "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).
Page 1 of 4 Pages
<PAGE>
Page 2 of 4 Pages
CUSIP No. 149507 105
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barry B. Donnell
S.S. Identification No. ###-##-####
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)______
(b)______
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
(See Instructions)
00
- --------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
------
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 562,813
OWNED BY ----------------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON 0
WITH ----------------------------------------------------
9. SOLE DISPOSITIVE POWER
562,813
----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
562,813
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
------
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
(See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE>
Page 3 of 4 Pages
Introductory Statement.
Pursuant to Rule 13d-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), the Schedule 13D,
as heretofore amended, previously filed by Barry B. Donnell (the "Reporting
Person") is hereby amended as described herein.
Item 1. Security and Issuer.
This Amendment No. 10 to Schedule 13D relates to the shares of common stock,
par value $0.10 per share (the "Common Stock") of Cavalier Homes, Inc. (the
"Company").
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D, as heretofore amended, is hereby amended as
follows:
On May 15, 1996, the Reporting Person was granted 100,000 options to
purchase shares of Common Stock pursuant to the Cavalier Homes, Inc. 1996 Key
Employee Stock Incentive Plan. The options will become available for exercise on
November 15, 1996.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D, as heretofore amended, is hereby amended as
follows:
For purposes of this Schedule 13D, the percentage of Shares beneficially
owned has been computed on the basis of the 9,696,941 shares of Common Stock
outstanding on September 16, 1996, based upon information provided by the
Company. The number of shares outstanding and the number of shares
reported as beneficially owned by the Reporting Person have been adjusted
to reflect a five-for-four stock split effected by the Company on August 15,
1995 and a three-for-two stock split effected by the Company on February 15,
1996.
(a) The Reporting Person is the beneficial owner of 562,813 shares of
Common Stock owned directly by him, constituting 5.8% of the shares of
Common Stock outstanding, as determined above. On May 15, 1996, the
Reporting Person was granted options to purchase 100,000 shares of
Common Stock, at an exercise price of $20.75 per share, pursuant to
the Company's 1996 Key Employee Stock Incentive Plan. The shares of
Common Stock to be acquired upon the exercise of such options are
being reported as beneficially owned by the Reporting Person, as
they are exercisable as of the date hereof or within 60 days
thereafter.
(b) The Reporting Person has the sole power to vote or direct the vote and
the sole power to dispose or direct the disposition of the 462,813
shares of Common Stock held directly by him.
<PAGE>
Page 4 of 4 Pages
(c) Since the filing of Amendment No. 9 to Schedule 13D, the Reporting
Person has effected the following transactions in the Common Stock:
No. of Type of Price
Date Shares Transaction Per Share
May 15, 1996 100,000 Grant of Incentive N/A
Stock Options
(e) The Reporting Person became the beneficial owner of more than 5% of
the Common Stock on September 15, 1996.
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: September 16, 1996
/S/ Barry B. Donnell
---------------------------
Barry B. Donnell
