UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9 )
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. [ ] (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 6 Pages
<PAGE>
CUSIP No. 149507 105 Page 2 of 6 Pages
- --------------------------------------------------------------------------------
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 462,813
OWNED BY ----------------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON 0
WITH ----------------------------------------------------
9. SOLE DISPOSITIVE POWER
462,813
----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
462,813
- --------------------------------------------------------------------------------
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)
4.8%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
(See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE>
Page 3 of 6 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 and restated as described herein.
Item 1. Security and Issuer.
This Amendment No. 9 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 2. Identity and Background.
Item 2 of the Schedule 13D, as heretofore amended, is hereby amended and
restated as follows:
(a) The name of the Reporting Person is Barry B. Donnell.
(b) The business address of the Reporting Person is 719 Scott Avenue,
Wichita Falls, Texas 76301.
(c) The present principal occupation of the Reporting Person is Chairman
of the Board and Director of the Company, Highway 41 North and
Cavalier Road, Addison, Alabama 35540.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) The Reporting Person has not, during the last five years, been a party
to any civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which he was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D, as heretofore amended, is hereby amended and
restated as follows:
On June 7, 1996, the Reporting Person purchased 117,187 shares of Common
Stock pursuant to the exercise of an option granted under the Company's 1993
Amended and Restated Nonqualified Stock Option Plan. The transaction was
effected as a "cashless" exercise, pursuant to which the funds in payment of the
exercise price, in the aggregate amount of $606,208.35, were delivered to the
Company on behalf of the Reporting Person by Equitable Securities Corporation.
The shares of Common Stock acquired upon exercise of the option were issued
directly to Equitable Securities Corporation and sold for the account of the
Reporting Person and Equitable Securities Corporation was then repaid from the
proceeds of such sale.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D, as heretofore amended, is hereby amended and
restated as follows:
The Reporting Person has acquired the shares of Common Stock for investment
purposes. The Reporting Person intends to review, from time to time, possible
courses of action with respect to the Common Stock and to take such actions as
he considers desirable in light of the circumstances then prevailing and his
investment objectives. The Reporting Person is also an officer and a director of
the Company and, as such, participates in the decisions concerning the Company
that come before management in the course of its business. The Reporting Person
may seek to acquire additional shares of Common Stock in the future in open
market transactions or in private transaction on terms and conditions which he
deems desirable, depending on market conditions and other factors.
<PAGE>
Page 4 of 6 Pages
Other than as described above, the Reporting Person does not presently have
any plans for (i) the acquisition or disposition of additional shares of Common
Stock; (ii) any extraordinary corporate transaction involving the Company or any
of its subsidiaries; (iii) a sale or transfer of a material amount of assets of
the Company or any of its subsidiaries; (iv) any change in the present Board of
Directors or management of the Company; (v) any material change in the present
capitalization or dividend policy of the Company; (vi) any other material change
in the business or corporate structure of the Company; (vii) any change in the
articles of incorporation or bylaws of the Company or other actions which would
impede the acquisition of control of the Company; (viii) causing the Common
Stock to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (ix) causing the Common Stock to become
eligible for termination of registration pursuant to Section 12(g)(4) of the
1934 Act; or (x) any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D, as heretofore amended, is hereby amended and
restated as follows:
For purposes of this Schedule 13D, the percentage of Shares beneficially
owned has been computed on the basis of the 9,661,663 shares of Common Stock
outstanding on June 7, 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 462,813 shares of
Common Stock owned directly by him, constituting 4.8% of the shares of
Common Stock outstanding, as determined above. The Donnell Foundation
is no longer the owner of any shares of Common Stock. 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 not
reported as beneficially owned by the Reporting Person, inasmuch as
they are not 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 5 of 6 Pages
(c) Since the filing of Amendment No. 8 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
Transactions by the Donnell Foundation:
July 25, 1995 1,073 Market Sale $16.125
July 25, 1995 900 Market Sale 16.00
May 9, 1996 2,800 Market Sale 20.125
May 10, 1996 15,950 Market Sale 20.00
Transactions by Barry B. Donnell:
June 3, 1996 1,250 Gift to Charity N/A
June 7, 1996 117,187 Purchase 5.173
(Option Exercise)
June 7, 1996 117,187 Market Sale 22.50
(e) The Reporting Person ceased to be the beneficial owner of more than 5%
of the Common Stock on June 7, 1996.
<PAGE>
Page 6 of 6 Pages
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: June 19, 1996
/S/ Barry B. Donnell
---------------------------
Barry B. Donnell
