As filed with the Securities and Exchange Commission on March 15, 1996
Registration No. 333-00607
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
CAVALIER HOMES, INC.
(Exact name of registrant as specified in its charter)
Delaware 63-0949734
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
Highway 41 North and Cavalier Road
Addison, Alabama 35540
(205) 747-1575
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Barry B. Donnell
719 Scott Avenue, Suite 600
Wichita Falls, Texas 76307
(817) 723-5523
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
B. G. Minisman, Jr., Esq.
BERKOWITZ, LEFKOVITS, ISOM & KUSHNER
A Professional Corporation
1600 SouthTrust Tower
Birmingham, Alabama 35203
(205) 328-0480
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. X
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 Rule 462(c)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
<PAGE>
CALCULATION OF REGISTRATION FEE
NOTE: The 55,596 shares included in the Registration Statement as filed with the
Commission on February 1, 1996 have been adjusted to 83,394 shares, in order to
reflect a three-for-two stock split, effected as a 50% stock dividend, on
February 15, 1996. The registration fee, which was paid at the time of the
filing of the Registration Statement, was calculated on the basis of the average
of the high and low prices reported on January 29, 1996 on the New York Stock
Exchange, which price was $19.563 per share.
<PAGE>
CAVALIER HOMES, INC.
CROSS REFERENCE SHEET PURSUANT TO ITEM 501(b) OF REGULATION S-K
Item Location in Prospectus
1. Forepart of the Registration Forepart of the Registration Statement
Statement and Outside Front and outside front cover page of
Cover Page of Prospectus Prospectus
2. Inside Front and Outside Back Cover Available Information; Incorporation
Pages of Prospectus of Certain Documents by Reference;
Outside back cover page of Prospectus
3. Summary Information, Risk Factors The Company; Risk Factors; Outside
of and Ratio Earnings to Fixed back cover page of Prospectus
Charges
4. Use of Proceeds Outside front cover page of
Prospectus; Plan of Distribution
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Selling Stockholders
8. Plan of Distribution Outside front cover page of
Prospectus; Plan of Distribution
9. Description of Securities to be Incorporation of Certain Documents by
Registered Reference
10.Interests of Named Experts Not Applicable
and Counsel
11.Material Changes The Company
12.Incorporation of Certain Information Incorporation of Certain Documents
by Reference by Reference
13.Disclosure of Commission Position on Not Applicable
Indemnification for Securities Act
Liabilities
<PAGE>
PROSPECTUS
CAVALIER HOMES, INC.
83,394 Shares of Common Stock
The shares offered hereby are shares of the common stock, par value
$0.10 per share (the "Common Stock"), of Cavalier Homes, Inc., a Delaware
corporation (the "Company"). This Prospectus is to be used by each of the former
stockholders of Riverchase Homes, Inc., formerly known as Wheel House
Structures, Inc. ("Wheel House") named herein (the "Selling Stockholders") to
sell (i) up to an aggregate of 83,394 shares of Common Stock of the Company,
which shares were issued to the Selling Stockholders pursuant to the terms and
conditions of an Option and Stock Exchange Agreement dated August 28, 1995, by
and among Wheel House, the Selling Stockholders and the Company (the
"Agreement") and (ii) such additional shares of Common Stock which may be issued
to the Selling Stockholders pursuant to the Agreement in connection with the
purchase price formula contained therein. All proceeds from the sale of shares
of Common Stock pursuant to this Prospectus will inure to the benefit of the
Selling Stockholders, and the Company will not receive any part of the proceeds
from the sale of the shares of Common Stock offered hereby.
The Common Stock offered hereby may be offered for resale by the
Selling Stockholders, in their sole discretion, from time to time in
transactions (which may include block transactions) on the New York Stock
Exchange, Inc. (the "NYSE"), in negotiated transactions, or a combination of
such methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. No underwriter is being utilized by the Selling
Stockholders in connection with the offer and sale of the shares of Common Stock
offered hereby. The Selling Stockholders may effect transactions by selling such
shares of Common Stock to or through brokerdealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Stockholders or the purchasers of shares for whom such
broker-dealers may act as agent or to whom they may sell as principal or both
(which compensation, as to a particular broker-dealer, might be in excess of
customary commissions). See "Selling Stockholders" and "Plan of Distribution."
The Company will bear all expenses (other than selling discounts and
commissions and fees and expenses of counsel or other advisors to the Selling
Stockholders) in connection with the registration of the Common Stock being
offered by the Selling Stockholders. See "Plan of Distribution."
The Common Stock is listed on the NYSE under the symbol CAV. On March
12, 1996, the last sale price reported by the NYSE for the Common Stock was
$13.375 per share.
See "Risk Factors" for certain factors that should be considered by
purchasers of the Common Stock offered hereby.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PRO-
SPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMI-
NAL OFFENSE.
The date of this Prospectus is March , 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Such reports, proxy statements and
other information filed by the Company may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
at the following addresses: Midwest Regional Office, Citicorp Center, Suite
1400, 500 West Madison Street, Chicago, Illinois 60661-2511; and Northeast
Regional Office, 7 World Trade Center, Suite 1300, New York, New York 10048.
Copies of such material can be obtained from the Public Reference Section of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Common Stock is listed on the NYSE and reports and other
information regarding the Company can also be inspected at the offices of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Common Stock offered hereby.
This Prospectus constitutes a part of the Registration Statement and does not
contain all of the information and undertakings set forth in the Registration
Statement and the exhibits thereto. Statements contained in this Prospectus as
to the contents of any document are not necessarily complete, and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or incorporated therein by reference. Each such
statement is qualified in its entirety by such reference. For further
information, reference is hereby made to the Registration Statement and the
exhibits thereto. The Registration Statement and exhibits thereto may be
inspected without charge at the Commission's office at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and copies thereof may be obtained from
the Public Reference Section of the Commission at such address at prescribed
rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
(Commission File No. 1-9792) are incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994;
(ii) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995 and September 29, 1995; and
(iii) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission under the Exchange
Act on December 9, 1987, as amended by the Company's Form 8 dated December 16,
1987, and as updated (A) in the Registration Statement on Form S-3, effective
June 23, 1993 (Commission File No. 33-63060), to reflect the increase of the
number of shares of authorized Common Stock from 5,000,000 shares to 15,000,000
shares and (B) by the Registration Statement on Form 8-A filed with the
Commission under the Exchange Act on December 2, 1994, reflecting the listing of
the Common Stock on the NYSE.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the Common Stock offered hereby shall be
deemed to be incorporated by reference and to be a part of the Prospectus from
the date of the filing of such documents. Any statement contained in a document
incorporated by reference herein or contained herein shall be deemed to be
modified or superseded to the extent that a statement herein or in a document
subsequently incorporated by reference herein shall modify or supersede such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company undertakes to provide, without charge to each person to
whom this Prospectus is delivered, and upon written or oral request of such
person, a copy of any and all of the information that has been incorporated by
reference in this Prospectus (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that this Prospectus incorporates). Such a
request is to be directed to Mr. Mike Brinkley, Cavalier Homes, Inc., 719 Scott
Avenue, Suite 600, P. 0. Box 5003, Wichita Falls, Texas 76307 (telephone number:
(817) 723-5523).
No person has been authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus in connection with any offer to sell or sale of the securities with
respect to which this Prospectus is issued and, if given or made, such
information or representation must not be relied upon as having been authorized.
The delivery of this Prospectus at any time does not imply that the information
herein is correct as of any time subsequent to its date or that there has been
no change in the business or affairs of the Company since such date. This
Prospectus does not constitute an offer to sell to or a solicitation of an offer
to buy from any person in any state in which any such offer or solicitation
would be unlawful.
THE COMPANY
General Description
The Company is a Delaware corporation incorporated in 1985, with its
principal executive offices located at Highway 41 North and Cavalier Road,
Addison, Alabama 35540 (telephone number: (205) 747-1575). The Company also
maintains administrative offices at 719 Scott Avenue, Suite 600, Wichita Falls,
Texas 76301 (telephone number: (817) 723-5523). Unless otherwise indicated by
the context, references to the "Company" or to "Cavalier" include Cavalier
Homes, Inc., its subsidiaries and their respective predecessors, if any.
The Company designs and manufactures a wide range of high quality
manufactured homes and markets its homes primarily in the southeastern United
States, with a focus on serving the low-to medium-price manufactured housing
market. During 1994, approximately 78% of the Company's revenues were generated
from sales in its core markets of Alabama, North Carolina, Mississippi, South
Carolina, Texas, Georgia, Louisiana and Tennessee. The Company, through its
wholly owned subsidiaries, currently operates 12 manufacturing facilities, seven
of which are located in Alabama, two in North Carolina and one each in Georgia,
Texas and Pennsylvania. The Company's facilities have an aggregate capacity to
produce approximately 24,000 floor sections per year.
The Company's homes are sold under the Cavalier, Pacesetter, Brigadier,
Knox, Buccaneer, Challenger, Parkwood, Mansion, Olympic, Plantation, Town and
Country, Astro, Riverchase and various other brand names. As of December 31,
1994, the Company's homes were sold through approximately 500 independent
dealers (including 73 independent exclusive dealers) operating approximately 625
retail sales centers located in 32 states. The Company's homes normally include
furniture and appliances and are comprised of one or more floor sections.
Single-section homes range in size from 546 to 1,216 square feet and are sold at
retail prices ranging from approximately $13,000 to $35,000. Multi-section homes
range in size from 880 to 2,394 square feet and are sold at retail prices
ranging from approximately $20,000 to $60,000.
The Company began offering retail installment sale financing in March
1992 through Cavalier Acceptance Corporation ("CAC"), the Company's wholly owned
finance subsidiary, for homes sold to qualifying retail customers of the
Company's independent exclusive dealers. The Company believes that it is the one
of the few major manufactured home producers in the United States offering
retail consumer financing through independent dealers. Consumer installment
sales contracts that are originated by the Company's independent exclusive
dealers and conform to the Company's credit policies are purchased by CAC
without recourse to the dealership. CAC currently offers four conventional loan
programs for use by dealerships, which programs require a down payment by the
consumer ranging from 0% to 20% of the purchase price in cash, trade-in value of
a previously owned manufactured home or appraised value of equity in any real
property pledged as collateral. Repayment terms range from 84 to 240 months,
depending upon the amount financed, the amount of the down payment and the
customer's creditworthiness. The loans typically are secured by a purchase money
security interest in the manufactured home and, in certain instances, a mortgage
on real property pledged as additional collateral. Loans purchased by CAC
generally provide a fixed rate of interest with equal monthly payments. CAC
currently operates in 13 states and serves all of the Company's exclusive
dealerships.
For a more detailed description of the Company, including audited and
unaudited financial information, reference is made to the Company's Annual
Report on Form 10-K for the year ended December 31, 1994 and the Company's
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995, June 30,
1995 and September 29, 1995, which are incorporated herein by reference.
Recent Developments
Financial Results. On February 21, 1996, the Company announced its
financial results for the fourth quarter and the fiscal year ended December 31,
1995. For the fourth quarter, net income was $2.6 million, or $0.27 per share,
on revenues of $73.6 million, compared with 1994 fourth quarter net income of
$1.5 million, or $0.17 per share, on revenues of $60.9 million. For the year net
income was $9.0 million, or $0.98 per share, on revenues of $274.2 million.
Comparable results for the year ended December 31, 1994 were net income of $5.1
million, or $0.65 per share, on revenues of $207.1 million.
Amended Credit Facility. In March 1996 the Company's Revolving,
Warehouse and Term Loan Agreement with its primary lender (the "Credit
Facility") was amended to (i) increase the maximum available borrowings under
the warehouse and term loan portion of the Credit Facility to $18 million from
the previous limit of $8 million and thereby increase the total amount of
available borrowings under the Credit Facility (including the revolving line of
credit) to $23 million from $13 million; (ii) reduce the interest rate on
prospective borrowings under the term loan portion of the Credit Facility by
0.4%; and (ii) extend the term of the Credit Facility to April 1998. All other
major terms and conditions of the Credit Facility remain unchanged.
<PAGE>
RISK FACTORS
In addition to the other information in this Prospectus, the following
factors should be considered carefully by prospective purchasers of the Common
Stock offered hereby.
Manufactured Housing Industry
The manufactured housing industry historically has been cyclical and
seasonal and has experienced wide fluctuations in aggregate sales in the past,
resulting in the failure of many manufacturing concerns. The market for
manufactured homes is affected by many of the same national and regional
economic and demographic factors that affect the broader housing industry. Sales
in the manufactured housing industry are seasonal in nature, with sales of homes
traditionally being weaker in the winter months. Historically, most sectors of
the housing industry, including the manufactured housing industry, have been
affected by, among other things, changes in general economic conditions,
inflation, levels of consumer confidence, employment and income levels, housing
demand, availability of alternative forms of housing, availability of financing
and the level and stability of interest rates. The Manufactured Housing
Institute ("MHI") reported that during the period from 1983 to 1991, aggregate
domestic shipments of manufactured homes declined 42.1% from 295,079 homes to
170,713 homes. The Company believes that the factors responsible for the decline
nationally during this period included, among other things, the economic
weakness and resulting unemployment in the oil, manufacturing and mining
industries, the high levels of repossessed inventory of manufactured homes, the
availability of apartment and other rental housing and the severe contraction in
availability of retail financing caused by the decline of the savings and loan
industry. According to industry statistics, after a ten-year low in shipments of
homes in 1991, the industry has recovered significantly, posting increases in
shipments of 24%, 21% and 20% for 1992, 1993 and 1994, respectively, as compared
to the prior year. Industry statistics for the first three quarters of 1995
indicate a continued trend in the increase of shipments, although at a slower
pace than previous years. The Company attributes the upturn in the industry to
increased consumer confidence, wider acceptance of manufactured housing, a
reduction in the availability of alternative housing, increased availability of
consumer financing and an improvement in the overall economy. However, there can
be no assurance that the manufactured housing industry will continue its upward
growth trend or that it will not experience future declines. There also can be
no assurance that the Company will be able to sustain past levels of sales or to
continue its recent sales growth or profitability.
Availability of Consumer and Dealer Financing
Consumer and dealer financing for manufactured home purchases is
generally provided by third-party lenders. The availability and cost of
financing for manufactured home purchasers and dealers are important to the
Company's sales and are dependent on financial institutions' lending practices,
the strength of the credit markets generally, governmental policies and other
conditions, all of which are beyond the Company's control. In addition, in most
states, manufactured homes are classified legally and by taxing authorities as
personal property rather than real estate. As a result, financing for the
purchase of manufactured homes is characterized by shorter loan maturities and
higher interest rates, and in certain periods such financing is more difficult
to obtain than conventional home mortgages. Although the Company believes that
the business of CAC ultimately may lessen the impact of these factors on the
Company's business, there can be no assurance to this effect, and unfavorable
changes in these factors may have a material adverse effect on the Company's
results of operations or financial condition.
Finance Subsidiary's Limited Operating History
CAC funded its first loan in March 1992. CAC purchased approximately
$7.3 million of retail installment sales contracts covering the Company's homes
during 1994, and approximately $600,000 and $2.6 million of retail installment
sales contracts covering the Company's homes in 1992 and 1993, respectively. The
Company establishes a reserve for losses on such contracts; however, the
establishment of appropriate reserves is an inherently uncertain process, and
there can be no assurance that the ultimate losses realized by CAC will not
exceed the Company's loss reserves and have a material adverse effect on the
Company's results of operations or financial condition. Further, an expansion of
the business and operations of CAC will increase the working capital
requirements of the Company. In addition, although the Company will attempt to
match liabilities and assets of CAC both as to term and rate to reduce loss
exposure from interest rate fluctuations, there can be no assurance that
interest rate fluctuations will not have a material adverse effect upon the
Company's results of operations or financial condition.
CAC's prospects for success must be considered in light of the risks,
uncertainties, expenses and difficulties frequently encountered in the
establishment of a new business in the highly competitive retail consumer
finance industry. The success of CAC's operations will also depend to a great
extent on its management. Although the Company plans to expand the operations of
CAC, due to CAC's limited operating history and the cyclical nature of the
manufactured housing industry, CAC's specific business plans are subject to
change and refinement as the circumstances require. There can be no assurance
that CAC will continue to generate sufficient revenues to maintain profitable
operations. The Company cannot predict whether CAC will be able to expand
successfully, or to what extent and when, if at all, CAC will be able to develop
a sizeable portfolio of high quality loans. Further, if CAC's operations are
unsuccessful, there can be no assurance that such lack of success will not have
a material adverse effect upon the Company's results of operations or financial
condition.
Availability and Pricing of Raw Materials
The Company's operating costs may be significantly affected by the
availability and pricing of certain raw materials, particularly lumber, gypsum,
particle board and insulation. Sudden increases in demand for these construction
materials caused by natural disasters or other market forces can greatly
increase the costs of materials or limit the availability of such materials.
Increases in such costs cannot always be reflected immediately in the Company's
prices and, consequently, may adversely impact the Company's profitability.
Further, a reduction in the availability of raw materials also may affect the
Company's ability to meet or maintain production requirements.
Growth Strategy
The Company's growth strategies are to (i) expand the financing
activities of CAC, (ii) develop the Company's network of exclusive dealerships,
(iii) expand its geographic presence and increase its manufacturing capacity and
(iv) develop the production and distribution of component parts for manufactured
homes. Since 1991, the Company has expanded manufacturing capacity to meet the
increase in demand for its homes. If the manufactured housing industry suffers a
downturn, or the Company otherwise experiences a decline in the demand or growth
in demand for its homes, such a downturn or decline could result in the Company
having significant excess manufacturing capacity and could have a material
adverse effect on the Company's results of operations or financial condition.
The Company's ability to execute its growth strategies will depend on a number
of factors, including general economic and industry conditions, the ability to
sell to additional independent dealers, the availability of semi-skilled workers
in the areas in which the Company's manufacturing facilities are located, the
ability of CAC to be competitive and other factors, many of which are beyond the
control of the Company. There can be no assurance that the Company's growth
strategies will be successful.
Contingent Repurchase Obligations
In accordance with customary practice in the manufactured housing
industry, the Company has entered into repurchase and other recourse agreements
with various financial institutions and other credit sources pursuant to which
the Company has agreed, under certain circumstances, to repurchase homes sold to
independent dealers in the event of a default by a dealer in its obligation to
such credit sources. The risk of loss under repurchase agreements is mitigated
by the fact that (i) sales of manufactured homes are spread over a relatively
large number of independent dealers, (ii) the repurchase obligation expires on
individual homes after a reasonable period of time (generally 12 to 18 months
from invoice date) and also declines during such period based on predetermined
amounts and (iii) the Company has been able in most cases to sell homes
repurchased from credit sources in the ordinary course of business without
incurring significant losses. As of September 29, 1995, the Company's contingent
liability under these arrangements was an amount estimated to be approximately
$64 million, based on historical dealer turnover of inventory. Although the
Company has established, based on prior experience and current market
conditions, a reserve for possible repurchase losses of $650,000 as of September
29, 1995, there can be no assurance that the ultimate losses realized by the
Company will not exceed the Company's loss reserve and have a material adverse
effect on the Company's results of operations or financial condition.
Competition
The manufactured housing industry is highly competitive and
characterized by low barriers to entry and severe price competition. Competition
is based primarily on price, product features and quality, reputation for
quality and service, depth of field inventory, delivery capabilities, warranty
repair service, dealer promotions, merchandising and terms of dealer and retail
consumer financing. In addition, the Company competes with other manufacturers,
some of which maintain their own retail sales centers, for quality independent
dealers. According to MHI, as of September 30, 1995, there were 96 companies in
the United States producing manufactured homes from 283 facilities. There are
numerous manufacturers that compete directly with the Company in the states
where the Company's homes are sold. A number of these firms have been operating
longer and have substantially greater financial resources than the Company. In
addition, manufactured homes compete with other forms of low-cost housing,
including site-built, prefabricated and modular homes, apartments, townhouses
and condominiums. As a result of these competitive conditions, the Company may
not be able to sustain past levels of sales or to continue its recent sales
growth or profitability.
Reliance on Key Personnel
The success of the Company's business is highly dependent upon the
personal efforts and abilities of its current executive officers and other key
personnel. The loss of the services of one or more of these individuals could
have a material adverse effect upon the Company's business. The Company does not
have employment or non-competition agreements with any of its executive
officers. In addition, the Company's continued growth, including the expansion
of CAC's business, will depend upon its ability to attract and retain additional
experienced management personnel.
Dependence on Independent Dealers
The Company depends on independent dealers for substantially all retail
sales of its manufactured homes. Typically only one dealer within a given market
area distributes a particular product line of the Company. While the Company
believes that its relations with its independent dealers are generally good and
that its network of exclusive dealerships has contributed to the Company's
recent performance, there can be no assurance that the Company will be able to
maintain these relations, that these dealers will continue to sell the Company's
homes or that the Company will be able to attract and retain quality independent
dealers.
Potential Environmental Liability and Compliance with Regulations
The Company's operations are subject to federal, state and local laws
and regulations relating to the generation, storage, handling, emission,
transportation, disposal and discharge of materials into the environment.
Governmental authorities have the power to enforce compliance with their
regulations, and violations may result in the payment of fines or the entry of
injunctions, or both. Furthermore, the requirements of such environmental laws
and enforcement policies have generally become stricter in recent years. The
Company currently does not believe it will be required under existing
environmental laws and enforcement policies to expend amounts which will have a
material adverse effect on its results of operations or financial condition.
However, the Company is unable to make any assurance that the ultimate cost of
compliance with environmental laws and enforcement policies will not have a
material adverse effect on the Company's results of operation or financial
condition.
Regulation
The Company is subject to a variety of federal, state and local laws
and regulations affecting the production, sale and financing of manufactured
housing. The National Manufactured Home Construction and Safety Standards Act of
1974, and regulations promulgated by the U.S. Department of Housing and Urban
Development ("HUD") thereunder, impose comprehensive national construction
standards for manufactured homes and preempt conflicting state and local
regulations. Failure by the Company to comply with such regulations could expose
the Company to a wide variety of sanctions, including closing one or more of the
Company's manufacturing facilities. Certain HUD regulations with respect to
structural design specifications relating to wind load capacities of
manufactured housing located or sold in areas prone to hurricane-force winds
became effective in July 1994. These regulations require homes sold in
hurricane-prone areas to be able to withstand 110 miles per hour winds. The
Company currently sells homes in locations that are subject to the HUD wind load
regulations. Additional HUD regulations, which became effective in October 1994,
require manufactured homes to meet certain insulation requirements related to
energy efficiency levels. The Company does not believe that the increased cost
associated with these regulations has had a material effect on the Company's
operations to date; however, there can be no assurance that such cost will not
increase significantly in the future. HUD is also reviewing the existing wind
load capacity regulations for all other areas of the United States, and the
Company cannot predict if additional regulations will be adopted or the effect
such regulations would have on the Company or the manufactured housing industry
as a whole. In addition, certain components of manufactured homes are subject to
regulation by the U.S. Consumer Product Safety Commission. Further, a variety of
other federal, state and local laws and regulations apply to the Company,
including, but not limited to, laws and regulations relating to
truth-in-lending, disclosure requirements for consumers, zoning and housing,
non-discrimination, warranties and warranty claims, the protection of human
health and safety and the environment and debt collection techniques, as well as
laws and regulations governing credit transactions in general. There can be no
assurance that the Company will not be adversely affected by a failure to comply
with any laws or regulations applicable to or affecting the Company.
Volatility of Stock Price
The Company's Common Stock is traded on the NYSE. The market price of
the Common Stock may be subject to significant fluctuations in response to
variations in the Company's operating results and other factors affecting the
Company specifically and the stock market and the manufactured housing industry
generally.
SELLING STOCKHOLDERS
The following table sets forth certain information regarding the
beneficial ownership by the Selling Stockholders of the Common Stock of the
Company and the relationship of the Selling Stockholders with Wheel House as of
the date of the Agreement. Effective August 28, 1995, Mr. Masdon resigned his
position as president of Wheel House, and effective January 2, 1996, he resigned
as sole director thereof.
Relationship No. of shares No. of shares
With Wheel beneficially beneficially
House owned before No. of shares owned after
Name as of 8/28/95 offering offered offering
James Masdon President, 34,038 34,038 0
Director and
Shareholder
Max Burleson Shareholder 38,010 38,010 0
Max Sanders Shareholder 11,346 11,346 0
The Selling Stockholders received 83,394 shares of Common Stock being
offered by this Prospectus in connection with the execution, and the
consummation of the transactions contemplated by the terms, of the Agreement.
Pursuant to the terms of the Agreement, on August 28, 1995, the Company
delivered to the Selling Stockholders 50,625 shares of Common Stock in exchange
for an option to acquire all of the outstanding capital stock of Wheel House not
already owned by the Company. Effective January 2, 1996, the Company exercised
such option and acquired all of the outstanding capital stock of Wheel House in
consideration for the issuance of 32,769 additional shares of Common Stock to
the Selling Stockholders. The terms of the Agreement provide that the Company,
at its own expense, would register for resale under the Securities Act such
shares of Common Stock issued to the Selling Stockholders. The Agreement also
provides that if, within 90 days following the effective date of the
Registration Statement of which this Prospectus is a part, any Selling
Stockholder sells any Common Stock at a price lower than a certain measuring
price specified in the Agreement, the Company will issue additional shares to
such Selling Stockholder pursuant to a pricing formula contained therein.
Each Selling Stockholder is offering all of the shares of Common Stock
beneficially owned by such Selling Stockholder as of the date hereof. Because
the Selling Stockholders may sell all or only a portion of the shares of Common
Stock offered hereby, and because this offering is not being underwritten, the
number of shares of Common Stock that may be owned after the offering, as
reflected in the foregoing table, assumes that the Selling Stockholders will
offer and sell all the Common Stock offered hereby and will not acquire any
other shares of Common Stock.
<PAGE>
PLAN OF DISTRIBUTION
The purpose of this Prospectus is to permit the Selling Stockholders to
offer for sale and to sell shares of Common Stock at such time and at such
prices as they, in their sole discretion, may determine. The Company will not
receive any proceeds from the sale of the Common Stock offered hereby.
The Common Stock is listed on the NYSE under the symbol CAV. It is
expected that sales of the shares of Common Stock of the Company hereunder will
be made principally in transactions (which may include block transactions) on
the NYSE, at the market price then prevailing, although sales also may be made
in privately negotiated transactions, or a combination of such methods of sale,
and may also be made at fixed prices which may be changed, at prices related to
such prevailing market prices, or at negotiated prices. The Company understands
that the shares of Common Stock being offered and sold by the Selling
Stockholders will not be offered or sold through any underwriter. Sales of
shares of Common Stock effected on the NYSE may be effected through licensed
broker-dealers who will act as agent for the Selling Stockholders. Such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders or the purchasers of shares for whom
such broker-dealers may act as agent or to whom they may sell as principal or
both (which compensation, as to a particular broker-dealer, might be in excess
of customary commissions).
One or more supplemental prospectuses will be filed pursuant to Rule
424 under the Securities Act to describe any material arrangements for the sale
of Common Stock by the Selling Stockholders, if and when such arrangements are
entered into by the Selling Stockholders and any broker-dealers that participate
in the distribution of the Common Stock offered hereby.
The Company is paying all of the expenses of registering the shares of
Common Stock of the Company offered hereby under the Securities Act (other than
selling discounts, concessions and commissions and fees and expenses of counsel
and other advisors to the Selling Stockholders), including filing, printing,
legal, accounting and miscellaneous expenses in connection with this offering.
The Selling Stockholders and any broker executing selling orders on
behalf of the Selling Stockholders may be deemed to be "underwriters" within the
meaning of the Securities Act, in which event commissions received by any such
broker may be deemed to be underwriting commissions under the Securities Act. To
the Company's knowledge, there are no agreements, arrangements or understandings
between the Selling Stockholders and any broker or dealer with respect to the
sale of the Common Stock offered hereby.
Under applicable rules and regulations of the Commission under the
Exchange Act, any person engaged in a distribution of securities may not
simultaneously engage in market making activities with respect to such
securities for certain time periods prior to the commencement of such
distribution. In addition and without limiting the foregoing, the Selling
Stockholders and any person participating in the distribution of the shares of
Common Stock offered hereby will be subject to applicable provisions of the
Exchange Act and the rules and regulations of the Commission thereunder,
including without limitation Rules 10b-6 and 10b-7, which provisions may limit
the timing of purchases and sales of shares of Common Stock by the Selling
Stockholders. All of the foregoing may affect the marketability of such shares.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been
passed upon by Berkowitz, Lefkovits, Isom & Kushner, A Professional Corporation,
1600 SouthTrust Tower, Birmingham, Alabama 35203.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1994, have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
<PAGE>
No dealer, salesman or any other
person has been authorized to give
any information or to make any
representations, other than those
contained in this Prospectus, and,
if given or made, such other
information or representations must
not be relied upon as having been
authorized by the Company. This
Prospectus does not constitute an
offer or solicitation (i) by anyone
in any state in which such offer or
solicitation is not authorized, or
in which the person making the
offer or solicitation is not
qualified to do so, or (ii) to any
person to whom it is unlawful to
make such offer or solicitation.
The delivery of this Prospectus at
any time does not imply that the
information herein is correct as of
any time subsequent to its date.
CAVALIER HOMES, INC.
83,394 Shares
Common Stock
$0.10 Par Value
TABLE OF CONTENTS
Page
Available Information 2 PROSPECTUS
Incorporation of Certain 2
Documents by Reference
The Company 3 March , 1996
Risk Factors 5
Selling Stockholders 9
Plan of Distribution 10
Legal Matters 11
Experts 11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses, all of which will
be borne by the Company, in connection with the distribution of the securities
being registered. All amounts shown are estimates except the Commission
registration fee.
Item Amount
SEC Registration fee $ 375.03
Printing expenses 250.00
Legal fees and expenses 2,500.00
Accounting fees and expenses 1,000.00
Miscellaneous 374.97
--------
Total $4,500.00
========
Item 15. Indemnification of Directors and Officers
(a) Article VII of the By-laws of the Registrant provides for
indemnification of directors and officers, in certain instances. The provisions
of said Article are as follows:
SECTION 1. Indemnification in Actions Arising Out of Capacity
as Officer, Director, Employee or Agent. The corporation shall
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, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is
or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
SECTION 2. Indemnification in Actions by or in Right of
Corporation. The corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made
in respect to any claim, issue or matter as to which such
person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation
unless and only to the extent that the Delaware Court of
Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem
proper.
SECTION 3. Indemnification When Successful on Merits or
Otherwise. To the extent that a director, officer, employee or
agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding
referred to in Sections 1 and 2 of this Article VII, or in
defense of any claim issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection
therewith.
SECTION 4. Determination of Meeting Applicable Standard. Any
indemnification under Sections I and 2 of this Article VII
(unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections I and 2
of this Article VII. Such determination shall be made (a) by a
majority vote of the directors who were not parties to such
action, suit or proceeding, even though less than a quorum, or
(b) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or
(c) by the stockholders.
SECTION 5. Payment of Expenses in Advance of Disposition of
Action. Expenses incurred by an officer or director in
defending a civil or criminal action, suit, or proceeding may
be paid by the corporation in advance of the final disposition
of such action, suit, or proceeding as authorized by the board
of directors in the specific case upon receipt of an
undertaking by or on behalf of such director or officer to
repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the corporation as
authorized in this Article VII. Such expenses incurred by
other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems
appropriate.
SECTION 6. Nonexclusivity of Article. The indemnification
provided by this Article VII shall not be deemed exclusive of
any other rights to which those seeking indemnification may be
entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and
administrators of such a person. The indemnification provided
by this Article VII shall not be exclusive of any powers,
rights, agreements or undertakings which may be legally
permissible or authorized by or under any applicable law but,
notwithstanding any other provisions of this Article VII, the
indemnification authorized and provided by this Article VII
shall be applicable only to the extent that such
indemnification shall not duplicate indemnity or reimbursement
which such person has received or shall receive otherwise than
under this Article VII.
SECTION 7. Insurance. The corporation may purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him
against such liability under the provisions of this Article
VII or otherwise.
SECTION 8. Constituent Corporations. For purposes of this
Article VII, references to "the corporation" shall include, in
addition to this corporation, any constituent corporation
(including any constituent of a constituent) absorbed by this
corporation in a consolidation or merger which, if its
separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or
is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the
provisions of this Article VII with respect to the resulting
or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had
continued.
SECTION 9. Definitions. For purposes of this Article VII, the
phrases "other enterprises," "fines," "serving at the request
of the corporation" and "not opposed to the best interests of
the corporation" shall, in addition to the normal meanings of
said phrases, be deemed to include the meanings ascribed to
said phrases in Section 145(i) of the General Corporation Law
of the State of Delaware or any successor provision thereto.
(b) In addition to the foregoing provisions of the Registrant's
By-laws, directors, officers and controlling persons of the Registrant may be
indemnified by the Registrant pursuant to the provisions of Section 145 of the
Delaware General Corporation Law.
(c) The Registrant maintains officers' and directors' liability
insurance.
Item 16. Exhibits
The following is a list of all exhibits filed as a part of this
Registration Statement, including those which are incorporated herein by
reference.
Exhibit Description
2(a) Option and Stock Exchange Agreement
by and Among Wheel House Structures,
Inc., Shareholders of Wheel House
Structures, Inc. and Cavalier Homes,
Inc. dated August 28, 1995***
NOTE: The Registrant hereby undertakes
to furnish supplementally to the
Commission a copy of any of the
schedules to the foregoing agreement,
which are identified on the list
attached to said agreement, but which
are omitted in accordance with Item 601
of Regulation S-K.
4(a) Articles four, six, seven and eight of
the Registrant's Restated Certificate of
Incorporation (incorporated by reference
to Exhibit 3(a) to the Registrant's
Annual Report on Form 10-K for the year
ended December 31, 1993)*
4(b) Article II, Sections 1 through 11;
Article III, Sections I and 2; Article
IV, Sections 1 and 2; Article VI,
Sections 1 through 6; Article VIII,
Sections 1 through 3; Article IX,
Section I of the Registrant's By-Laws
(incorporated by reference to Exhibit
3(b) to the Registrant's Annual Report
on Form 10-K for the year ended December
31, 1993)*
5 Opinion of Berkowitz, Lefkovits, Isom &
Kushner, A Professional Corporation***
23(a) Consent of Deloitte & Touche LLP **
23(b) Consent of Berkowitz, Lefkovits, Isom &
Kushner, A Professional Corporation
(included in Exhibit 5)***
* Incorporated herein by reference as indicated.
** Filed herewith.
*** Previously filed.
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(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 of 1933;
(ii) To reflect in the Prospectus any facts or events arising after
the effective date of this 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 this Registration
Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (i) and (ii) above shall not apply if the
information required to be included in a post-effective amendment by such
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 that 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the undersigned Registrant pursuant to the foregoing provisions, or
otherwise, the undersigned Registrant has been advised that in the opinion of
the Securities and Exchange 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 by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Addison, State of Alabama, on March 15, 1996.
CAVALIER HOMES, INC.
By: /s/ Jerry F. Wilson
---------------------------
Jerry F. Wilson
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-3 has been signed below by the following
persons, in the capacities and on the dates indicated.
Name Title Date
/s/ Barry B. Donnell Chairman of the Board March 15, 1996
- ----------------------------- and Director
Barry B. Donnell
/s/ Jerry F. Wilson President, Chief Executive March 15, 1996
- ----------------------------- Officer and Director
Jerry F. Wilson (Principal executive officer)
/s/ David A. Roberson Secretary-Treasurer and Chief March 15, 1996
- ----------------------------- Financial Officer
David A. Roberson (Principal financial and
accounting officer)
/s/ Thomas A. Broughton, III Director March 15, 1996
- -----------------------------
Thomas A. Broughton, III
/s/ John W Lowe Director March 15, 1996
- -----------------------------
John W Lowe
/s/ Lee Roy Jordan Director March 15, 1996
- -----------------------------
Lee Roy Jordan
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
23(a) Consent of Deloitte & Touche LLP II-9
EXHIBIT 23(a)
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement of Cavalier Homes, Inc. on Form S-3 (Commission File No.
333-00607) of our report dated March 3, 1995, appearing in the Annual Report on
Form 10-K of Cavalier Homes, Inc. for the year ended December 31, 1994, and to
the reference to us under the heading "Experts" in the Prospectus, which is a
part of this Registration Statement.
Deloitte & Touche LLP
Birmingham, Alabama
March 15, 1996
