UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
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)
July 17, 1997
(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).
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. ###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)______
(b)______
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
(See Instructions)
OO
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) _____
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 813,515
OWNED BY ---------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON 15,000
WITH ---------------------------------------------
9. SOLE DISPOSITIVE POWER
813,515
---------------------------------------------
10. SHARED DISPOSITIVE POWER
15,000
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
828,515
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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)
6.6%
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14. TYPE OF REPORTING PERSON
(See Instructions)
IN
- ------------------------------------------------------------------------
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 (the "Schedule 13-D"), previously filed by Barry B.
Donnell (the "Reporting Person") is hereby amended as described herein. Except
as amended hereby, the Schedule 13-D as previously filed shall remain in effect.
Item 1. Security and Issuer.
This Amendment No. 11 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"). The principal executive offices of the Company are located at
Highway 41 North & Cavalier Road, Addison, Alabama, 35540.
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 October 16, 1996, the Reporting Person gifted 15,000 shares (adjusted for
the November 15, 1996 five for four stock split)to the Donnell Foundation of
which the Reporting Person is co-trustee.
On January 17, 1997, the Reporting Person was granted an option to purchase
125,000 shares of Common Stock at an exercise price of $10.625 per share
pursuant to the Cavalier Homes, Inc. 1996 Key Employee Stock Incentive Plan. The
options will become available for exercise on July 17, 1997.
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 computing the percentage of shares beneficially owned by the
Reporting Person, shares which the Reporting Person has the right to acquire
within sixty days of this filing are deemed to be outstanding as of the date of
this filing. Therefore, the percentage of Shares beneficially owned has been
computed on the basis of 12,533,132 shares of Common Stock outstanding on July
17, 1997, 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 November 15, 1996.
(a) The Reporting Person is the beneficial owner of 813,515 shares of
Common Stock owned directly by him, and 15,000 shares of Common Stock owned
indirectly by him, constituting 6.6% of the shares of Common Stock outstanding,
as determined above. On October 16, 1996, the Reporting Person gifted 15,000
shares(adjusted for the November 15, 1996 five for four stock split) of Common
Stock to the Donnell Foundation of which the Reporting Person is co-trustee. On
January 17, 1997, the Reporting Person was granted an option to purchase 125,000
shares of Common Stock, at an exercise price of $10.625 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 813,515 shares of
Common Stock held directly by him. The Reporting Person has shared power to vote
or direct the vote and shared power to dispose or direct the disposition of the
15,000 shares of Common Stock held by the Donnell Foundation, of which the
Reporting Person is co-trustee.
(c) Since the filing of Amendment No. 10 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
October 16, 1996 15,000* Gift of Stock N/A
January 17, 1997 125,000 Grant of Stock N/A
Option under
the 1996 Key
Employee Stock
Incentive Plan
* Reflects an adjustment for the November 15, 1996 five-for-four stock split
<PAGE>
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: July 17, 1997
/S/ Barry B. Donnell
---------------------------
Barry B. Donnell
