SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
December 31, 1997
CAVALIER HOMES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-9792 63-0949734
(Commission File No.) (IRS Employer Identification No.)
Highway 41 North and Cavalier Road
Addison, Alabama 35540
(Address of principal (Zip Code)
executive offices)
(205) 747-0044
(Registrant's telephone number including area code)
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Item 2. Acquisition or Disposition of Assets
On December 31, 1997, Crimson Acquisition Corp. ("Crimson"), a
wholly-owned subsidiary of Cavalier Homes, Inc. (the "Company"), merged with and
into Belmont Homes, Inc. ("Belmont"), and Belmont became a wholly-owned
subsidiary of the Company. Prior to the merger of Crimson with and into Belmont
(the "Merger"), shares of Belmont's common stock, par value $0.10 per share (the
"Belmont Shares"), were traded on The Nasdaq National Market under the symbol
"BHIX." The Company expects Belmont will continue generally to operate its
business of producing and marketing manufactured homes as it had been conducted
prior to the Merger. The Merger was completed pursuant to the Agreement and
Plan of Merger, dated as of August 14, 1997, by and among Belmont, the Company
and Crimson, as amended on September 19, 1997 (the "Merger Agreement"). The
Merger Agreement was filed as Exhibit 2 to the Company's Registration Statement
on Form S-4, filed December 2, 1997, Registration No. 333-41319, and is
incorporated by reference as Exhibit 2 to this Report.
In the Merger, each Belmont Share issued and outstanding
immediately prior to the effective time of the Merger was converted into the
right to receive 0.80 shares (the "Exchange Ratio") of the common stock, par
value $0.01 per share, of the Company (the "Cavalier Shares"). The Exchange
Ratio was determined by negotiation between representatives of the Company and
Belmont. Approximately 7.6 million Cavalier Shares were issued pursuant to the
Merger. In addition, approximately 800,000 Cavalier Shares were reserved for
issuance pursuant to stock awards. The last reported sale prices on December 30,
1997, the day before the Merger was consummated, were $9.25 per Cavalier Share
as reported on the NYSE Composite Transactions Tape and $ 7.25 per Belmont Share
as reported on Nasdaq.
Prior to the execution of the Merger Agreement, the Company and
Belmont were involved together in two separate joint ventures, one to produce
exterior doors and laminated wall panels and the other to produce cabinet doors.
Other than these joint ventures, there was no material relationship between the
Company and Belmont or between any officers or directors of the Company and the
officers, directors or shareholders of Belmont.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of the Business Acquired
(1) The Belmont Homes, Inc. consolidated audited financial
statements for the fiscal year ended December 31, 1996 were included in the
Joint Proxy Statement and Prospectus of Belmont Homes, Inc. and Cavalier Homes,
Inc. that was contained in the Registration Statement on Form S-4 of Cavalier
Homes, Inc., Registration No. 333-41319, filed on December 2, 1997 (the
"Cavalier Registration Statement"), and are incorporated herein by reference.
(2) The Belmont Homes, Inc. Unaudited Condensed Consolidated
Quarterly Balance Sheet as of September 30, 1997, and the Unaudited Condensed
Consolidated Statements of Income and Cash Flows for the nine months ended
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September 30, 1997 and September 30, 1996, were included in the Joint Proxy
Statement and Prospectus of Belmont Homes, Inc. and Cavalier Homes, Inc. that
was contained in the Cavalier Registration Statement, and are incorporated
herein by reference.
(b) Pro Forma Financial Information
The unaudited pro forma combined financial information with
respect to the transaction was included at pages 60 through 67 of the Joint
Proxy Statement and Prospectus of Belmont Homes, Inc. and Cavalier Homes, Inc.
that was contained in the Cavalier Registration Statement, and is incorporated
herein by reference.
(c) Exhibits
Exhibit No. Description
- ----------- -----------
2 Agreement and Plan of Merger by and among Cavalier
Homes, Inc., Belmont Homes, Inc., and Crimson
Acquisition Corp., dated August 14, 1997, as amended
by Amendment No. 1 to Agreement and Plan of Merger,
dated September 19, 1997, is incorporated by
reference from Exhibit 2(a) and 2(b) to the
Registration Statement on Form S-4 of Cavalier Homes,
Inc., Registration No. 333-41319.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CAVALIER HOMES, INC.
By: /s/ Michael R. Murphy
---------------------------------------
Michael R. Murphy
Principal Accounting and Financial Officer
Date: January 15, 1998
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Exhibits
Exhibit No. Description
- ----------- -----------
2 Agreement and Plan of Merger by and among Cavalier
Homes, Inc., Belmont Homes, Inc., and Crimson
Acquisition Corp., dated August 14, 1997, as amended
by Amendment No. 1 to Agreement and Plan of Merger,
dated September 19, 1997, is incorporated by
reference from Exhibit 2(a) and 2(b) to the
Registration Statement on Form S-4 of Cavalier Homes,
Inc., Registration No. 333-41319.
