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As filed with the Securities and Exchange Commission on December 15, 1998
Registration No. 333-64925
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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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) 747-0044
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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DAVID A. ROBERSON
HIGHWAY 41 NORTH AND CAVALIER ROAD
ADDISON, ALABAMA 35540
(205)-747-0044
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
JOHN B. GRENIER, ESQ.
BRADLEY ARANT ROSE & WHITE LLP
2001 PARK PLACE, SUITE 1400
BIRMINGHAM, ALABAMA 35203
(205) 521-8000
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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. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.
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PROSPECTUS
CAVALIER HOMES, INC.
60,000 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"). The shares are issuable upon the exercise of a
warrant to purchase 60,000 shares of Common Stock (the "Warrant") issued to The
Suddath Companies (the "Selling Stockholder"). The Warrant was issued originally
on October 25, 1996 (the "Belmont Warrant") to the Selling Stockholder by
Belmont Homes, Inc., a Mississippi corporation ("Belmont") in connection with
the acquisition of Bellcrest Homes, Inc. by Belmont, and was exercisable for
shares of Belmont common stock. On December 31, 1997, the Company acquired
Belmont by virtue of a merger (the "Merger") of Crimson Acquisition Corp.
("Crimson"), a wholly owned subsidiary of the Company, with and into Belmont
pursuant to an Agreement and Plan of Merger by and among the Company, Belmont
and Crimson (as amended, the "Merger Agreement"). The Merger Agreement provided
that at the effective time of the Merger (the "Effective Time"), the Belmont
Warrant would be assumed by the Company and would become a warrant to acquire,
on the same terms and conditions as were applicable to the Belmont Warrant prior
to the Effective Time, 60,000 shares of the Company Common Stock. The Effective
Time occurred on December 31, 1997.
The Common Stock offered hereby may be offered for resale by the
Selling Stockholder, in its 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 Stockholder in
connection with the offer and sale of the shares of Common Stock offered hereby.
The Selling Stockholder may effect transactions by selling such shares of Common
Stock to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholder 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 Stockholder" and "Plan of Distribution."
None of the proceeds from the sale of the shares by the Selling
Stockholder will be received by the Company. The Company will, however, receive
proceeds from the exercise of the Warrant, if the Warrant is eventually
exercised. The Company will bear all expenses (other than selling discounts and
commissions and fees and expenses of counsel or other advisors to the Selling
Stockholder) in connection with the registration of the Common Stock being
offered by the Selling Stockholder. The Company has agreed to indemnify the
Selling Stockholder against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act").
The Common Stock is listed on the NYSE under the symbol CAV. On
____________, 1998, the last sale price reported by the NYSE for the Common
Stock was $______ per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is ______________, 1998
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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. Information on the operation of the Public Reference Room may
be obtained by calling the Commission at 1-800-SEC-0330. The Commission also
maintains a Website that contains reports, proxy and information statements and
other information regarding registrants, such as the Company, that file
electronically with the Commission. The address of Website is
http://www.sec.gov. 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, 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:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997 (including the portions of the
Company's Proxy Statement for its Annual Meeting of
Stockholders held May 20, 1998 that are incorporated by
reference therein) (File No. 1-9792).
(2) The Company's Current Report on Form 8-K dated January 15,
1998 (as amended by Form 8-K/A dated March 16, 1998 and by
Form 8-K/A dated March 17, 1998) (File No. 1-9792).
(3) The Company's Quarterly Report on Form 10-Q for the quarters
ended March 27, 1998, June 26, 1998 and September 25, 1998
(File No. 1-9792).
(4) The description of the Company's shares of common stock
("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-A dated December 16, 1987, and as updated (A) in the
Registration Statement on Form S-3, effective June 23, 1993
(File No. 1-9792), to reflect the increase of the number of
shares of authorized Common Stock from 5,000,000 shares to
15,000,000 shares, (B) by the Registration Statement on Form
8-A filed with the Commission under the Exchange Act on
December 2, 1994 (File No. 1-9792), reflecting the listing of
the Common Stock on the NYSE, (C) under the caption "Proposed
Amendment to Certificate of Incorporation" in the Company's
Proxy Statement dated March 25, 1997 (File No. 1-9792) to
reflect the increase of the number of shares of authorized
Common Stock from 15,000,000 to 50,000,000, and (D) under the
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caption "Description of Cavalier Capital Stock" in the
Company's Registration Statement on Form S-4, filed with the
Commission on December 2, 1997 (Reg. No. 333-41319).
(5) The description of the Preferred Stock Purchase Rights
contained in the Company's Registration Statement on Form 8-A
filed with the Commission under the Exchange Act on October
29, 1996 (File No. 1-9792), and as amended by the Company's
Form 8-A filed on November 11, 1996 (File No. 1- 9792).
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. Michael R. Murphy, Cavalier Homes, Inc.,
Highway 41 North and Cavalier Road, Addison, Alabama 35540 (telephone number:
(205) 747-0044).
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.
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:
UNCERTAINTIES IN INTEGRATING BUSINESS OPERATIONS AND ACHIEVING BENEFITS OF THE
BELMONT MERGER
On December 31, 1997, Crimson, a Mississippi corporation and a wholly
owned subsidiary of the Company, merged with and into Belmont, a Mississippi
corporation and also a producer of manufactured housing, and Belmont became a
wholly owned subsidiary of the Company. For a more detailed description of
Belmont and this transaction, reference is made to the Company's Current Reports
on Form 8-K dated August 20, 1997, December 11, 1997 and January 15, 1998 (as
amended by Form 8-K/A dated March 16, 1998 and by Form 8-K/A dated March 17,
1998), and the Company's Registration Statement on Form S-4 filed with the
Commission on December 2, 1997 (Reg. No. 333-41319). The acquisition of Belmont
will require the consolidation of functions and the integration of departments,
systems and procedures, which will present significant management challenges.
There can be no assurance that such actions will be successfully accomplished as
rapidly as currently expected, if at all. Moreover, although the primary purpose
of such actions will be to realize direct cost savings and other operating
efficiencies, synergies and benefits, there can be no assurance of the extent to
which or whether such cost savings, efficiencies, synergies or benefits will be
achieved.
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CYCLICAL AND SEASONAL NATURE OF THE MANUFACTURED HOUSING INDUSTRY
The manufactured housing industry is cyclical and seasonal and has
experienced wide fluctuations in aggregate sales in the past, resulting in the
failure of many manufacturing concerns. Consequently, the Company can give no
assurance that the industry will not have a change in its cycle, which could
have a material adverse effect on the Company's results of operations or
financial condition. 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. Historically, most sectors of the home building
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. Sales in the manufactured housing industry are also
seasonal in nature, with sales of homes traditionally being stronger in April
through October and weaker during the first and last part of the calendar year.
The Manufactured Housing Institute ("MHI") reported that during the
period from 1983 to 1991, aggregate domestic shipments of manufactured homes
declined 42% from 295,079 homes to 170,713 homes. According to industry
statistics, after a twenty-eight-year low in shipments of homes in 1991, the
industry recovered significantly, posting increases in shipments of 24%, 21%,
20%, 12% and 7% for 1992, 1993, 1994, 1995 and 1996, respectively. However,
industry statistics reflect a decrease in home shipments of 2.8% for 1997 when
compared to 1996. The manufactured housing industry has, over the past several
years, experienced increases in both the number of retail dealers and
manufacturing capacity, which the Company believes is currently resulting in
slower retail turnover, higher dealer inventories and increased price
competition. The duration and extent of these developments, and their
corresponding impact on the future results of operations and financial condition
of the Company, is uncertain at this time. In addition, while seasonality was
not a significant factor in the Company's business during the period of 1992
through 1996 when industry shipments were steadily increasing, the decline in
shipments in 1997 and the developments mentioned above may signal a return to
the industry's more traditional seasonal patterns. As a whole, the industry
appears to have improved year-to-date through July 1998, with MHI reporting that
industry shipments increased over the same period in 1997 by approximately 4.6%.
LIMITATIONS ON ABILITY TO PURSUE GROWTH STRATEGY
The Company's growth strategies are to (i) expand its financial
services activities, (ii) expand the production and distribution of component
parts for manufactured housing, (iii) expand its independent dealer network, and
(iv) pursue additional acquisitions. The Company may also pursue the acquisition
or establishment of retail sales centers and the development of manufactured
housing communities and franchise dealerships. The Company has recently acquired
two retail sales centers. Since 1991, the Company has expanded manufacturing
capacity to meet the increase in demand for its manufactured homes. Downturns in
shipments in the manufactured housing industry, or a decline in the demand or
growth in demand for the Company's homes, could have a material adverse effect
on the Company. The Company's ability to execute its strategy will depend on a
number of factors, including general economic and industry conditions, its
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 the Company's finance subsidiary,
Cavalier Acceptance Corporation ("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 strategy will be successful. Further, if the Company's
growth strategy is 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.
UNCERTAINTIES REGARDING RETAIL FINANCING ACTIVITIES
The Company engages in the business of purchasing retail installment
finance loans that have been originated by the Company's independent exclusive
dealers. The Company maintains a reserve for estimated credit losses on
installment sale contracts owned by CAC to provide for future losses based on
the Company's historical loss experience, current economic conditions and
portfolio performance. 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 and financial
condition. There
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also can be no assurance that volatility or a significant change in interest
rates will not materially affect CAC's and the Company's business, results of
operations or financial condition.
The Company's strategy currently includes the continued expansion of
the financial services segment of its business. Accordingly, the Company may
incur additional debt, or other forms of financing, in order to continue to fund
such growth. The Company may also engage in other transactions, such as selling
or securitizing portions of its installment loan portfolio, that are designed to
facilitate the ability of CAC to purchase and/or originate an increased volume
of loans and to reduce the Company's exposure to interest rate fluctuations and
installment loan losses. In February 1998, the Company entered into such a
transaction pursuant to an agreement with another lender providing for the
periodic resale of a portion of CAC's loans that meet established criteria. In
March of 1998, CAC sold a large portion of its portfolio pursuant to this
agreement, and plans to continue to sell parts of its portfolio under this
agreement on a periodic basis in the future. No assurance can be given that
additional sales will indeed be made under this agreement, however, or that CAC
and the Company will be able to realize the expected benefits from the
agreement. Further, there can be no assurance that possible additional
financing, or the aforementioned transactions involving the Company's
installment loan portfolio, will be available on terms acceptable to the
Company. If they are not, the Company may be forced to curtail the expansion of
its financial services business and to alter its strategies.
LIMITATIONS ON AVAILABILITY OF CONSUMER AND DEALER FINANCING
Consumer financing for manufactured home purchases is generally
provided by third-party lenders. The availability and cost of financing for
manufactured home purchasers and dealers is important to the Company's sales and
is 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. Unfavorable changes in these factors
may have a material adverse effect on the Company's results of operations or
financial condition.
POTENTIAL UNAVAILABILITY AND INCREASES IN PRICES 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 costs cannot always be reflected immediately in prices and,
consequently, may adversely impact profitability. Further, a reduction in the
availability of raw materials also may affect a company's ability to meet or
maintain production requirements.
CONTINGENT REPURCHASE AND GUARANTY OBLIGATIONS
It is a customary practice in the manufactured housing industry to
enter into repurchase and other recourse agreements with lending institutions
which have provided wholesale floor plan financing to dealers. Substantially all
of the Company's sales are made to dealers located primarily in the southeast,
southwest and midwest regions of the United States pursuant to repurchase
agreements with lending institutions. These agreements generally provide for
repurchase of the Company's products from the lending institutions for the
balance due them in the event of repossession upon a dealer's default. 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 price the Company is obligated to pay under such repurchase
agreements generally declines over the period of the agreement and also declines
during such period based on predetermined amounts; and (iii) the Company has
been in many cases able to resell homes repurchased from credit sources in the
ordinary course of business without incurring significant losses. While the
Company has established a reserve for possible repurchase losses, there can be
no assurance that the Company will not incur material losses in excess of such
reserves in the future.
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COMPETITIVE NATURE OF THE INDUSTRY
The production and sale of manufactured homes is a highly competitive
industry, characterized by low barriers to entry and severe price competition.
Competition is based primarily on price, product features and quality,
reputation for service and quality, 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. In addition, manufactured homes compete with
other forms of low-cost housing, including site-built, prefabricated and modular
homes, apartments, townhouses and condominiums. The Company faces direct
competition from numerous manufacturers, many of which possess greater
financial, manufacturing, distribution and marketing resources. As a result of
these competitive conditions, the Company may not be able to sustain past levels
of sales or profitability.
RELIANCE ON EXECUTIVE OFFICERS
The success of the Company's business is highly dependent upon the
personal efforts and abilities of the current executive officers of the Company.
Specifically, the success of the Company is highly dependent on the efforts of
its Chairman of the Board, Barry B. Donnell, its President and Chief Executive
Officer, David A. Roberson, and its Vice President, Chief Financial Officer and
Secretary-Treasurer, Michael R. Murphy. 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. 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. The industry has
recently been experiencing a trend of increasing competition for quality
independent dealers, and many manufacturers, some of which had previously not
owned their own retail sales centers, have begun aggressive programs to
establish their own retail sales centers and/or to purchase independent dealers,
including some of the Company's independent dealers. In response to this trend,
the Company has recently acquired two retail sales centers, and may continue to
pursue the acquisition or establishment of such centers. The Company may also
participate in the development of manufactured housing communities and franchise
dealerships. While the Company believes that its relations with its independent
dealers are generally good, the Company's relationships with its dealers are
cancelable on short notice by either party, and 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 ADVERSE EFFECTS OF REGULATIONS
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, as amended, 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 to comply with such regulations could expose the
Company to a wide variety of sanctions, including closing one or more
manufacturing facilities. HUD has promulgated regulations with respect to
structural design and wind loads and energy conservation. The Company's
operations were not materially affected by the regulations; however, HUD has
these matters under continuous review and it cannot be predicted what effect (if
any) additional regulations promulgated by HUD 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. The Company's manufactured homes are also subject to local zoning
and housing regulations. A number of states require manufactured home producers
to post bonds to ensure the satisfaction of consumer warranty claims. A number
of states have adopted procedures governing the installation of manufactured
homes. Utility connections are subject to state and local regulation.
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The Company is also subject to the Magnuson-Moss Warranty Federal Trade
Commission Improvement Act, which regulates the descriptions of warranties on
products. The description and substance of the Company's warranties are also
subject to a variety of state laws and regulations.
A variety of federal laws affect the financing of manufactured homes,
including the financing activities conducted by CAC. The Consumer Credit
Protection Act (Truth-in-Lending) and Regulation Z promulgated thereunder
require substantial disclosures to be made in writing to a consumer with regard
to various aspects of the particular transaction, including the amount financed,
the annual percentage rate, the total finance charge, itemization of the amount
financed and other matters and also set forth certain substantive limitations on
permissible contract terms. The Equal Credit Opportunity Act and Regulation B
promulgated thereunder prohibit credit discrimination against any credit
applicant based on certain prohibited bases, and also require that certain
specified notices be sent to credit applicants whose applications are denied.
The Federal Trade Commission has adopted or proposed various trade regulation
rules to specify and prohibit certain unfair credit and collection practices and
also to preserve consumers' claims and defenses. The Government National
Mortgage Association ("GNMA") specifies certain credit underwriting requirements
in order for installment manufactured home sale contracts to be eligible for
inclusion in a GNMA program. HUD also has promulgated substantial disclosure and
substantive regulations and requirements in order for a manufactured home
installment sale contract to qualify for insurance under the Federal Housing
Authority ("FHA") program, and the failure to comply with such requirements and
procedures can result in loss of the FHA guaranty protection. In addition, the
financing activities of CAC may also become subject to the disclosure
requirements of the Home Mortgage Disclosure Act. In addition to the extensive
federal regulation of consumer credit matters, many states have also adopted
consumer credit protection requirements that may impose significant requirements
for consumer credit lenders. For example, many states require that a consumer
credit finance company such as CAC obtain certain regulatory licenses or permits
in order to engage in such business in that state, and many states also set
forth a number of substantive contractual limitations regarding provisions that
permissibly may be included in a consumer contract, as well as limitations upon
the permissible interest rates, fees and other charges that may be imposed upon
a consumer. Failure by the Company or CAC to comply with the requirements of
federal or state law pertaining to consumer credit could result in the
unenforceability of the particular contract for the affected consumer, civil
liability to the affected customers, criminal liability and other adverse
results.
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.
COMPLIANCE WITH ENVIRONMENTAL LAWS
The Company's operations are subject to federal, state and local laws
and regulations relating to the generation, storage, handling, emission,
transportation and discharge of materials into the environment. In addition,
third parties and governmental agencies in some cases have the power under such
laws and regulations to require remediation of environmental conditions and, in
the case of governmental agencies and entities, to impose fines and penalties.
The requirements of such laws and enforcement policies have generally become
more strict in recent years. Accordingly, the Company can give no assurance that
it will not be required to incur response costs, remediation expenses, fines,
penalties or other similar damages, expenses or liabilities, or to incur
operational shut-downs, business interruptions or similar losses, associated
with compliance with environmental laws and enforcement policies that either
individually or in the aggregate would have a material adverse effect on the
Company's results of operations or financial condition.
LITIGATION
The Company and its subsidiaries are engaged in various legal
proceedings that are incidental to and arise in the course of its business.
Certain of the cases filed against the Company and its subsidiaries and
companies engaged in businesses similar to it allege, among other things, breach
of contract and warranty, product liability, personal injury and fraudulent,
deceptive or collusive practices in connection with their businesses. These
kinds of suits are typical of suits that have been filed in recent years, and
they sometimes seek certification as class actions, the imposition of large
amounts of compensatory and punitive damages and trials by jury. The outcome of
many of the cases in which the Company is involved or may in the future become
involved cannot be predicted with any degree of reliability, and the potential
exists for unanticipated material adverse judgments against the Company and its
respective subsidiaries.
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<PAGE> 9
In addition, a suit has been filed by three former shareholders (the
"Plaintiffs") of Belmont Homes, Inc., an Alabama corporation which originally
owned the initial Belmont manufacturing facility ("BHIA"), against BHIA, Belmont
(as a successor in interest of BHIA), certain other corporate entities
(collectively, the "Other Corporations"), the Estate of Jerold Kennedy (the
former President and Chief Executive Officer of Belmont), J. M. Page, and
certain other unnamed and unidentified individual officers, employees, agents
and directors of BHIA, Belmont and the Other Corporations, alleging breach of
fiduciary duties, misrepresentation, deceit, suppression and civil conspiracy.
The suit, which was originally filed in the Circuit Court of Madison County,
Alabama (Case Number CV 97-2297), was transferred to the Circuit Court of
Franklin County, Alabama on May 6, 1998. The Plaintiffs state that they owned a
majority of the stock in BHIA and sold such stock in February of 1989. In
addition to certain other allegations, the Plaintiffs claim that Mr. Kennedy,
along with others who allegedly conspired with him, misrepresented and omitted
certain facts to them regarding his attempts to hire a production manager, that
Belmont later hired the production manager, and that the Plaintiffs would not
have sold their stock in BHIA in the absence of these alleged misrepresentations
and omissions. In their complaint, the Plaintiffs request an unspecified amount
of compensatory and punitive damages and/or equitable relief, including a
constructive trust. The Company is aware that these same plaintiffs have also
filed a separate claim against the Estate of Mr. Kennedy in the probate court of
Franklin County, Alabama (Case Number 97-051), alleging essentially the same
facts and seeking substantial compensatory damages and punitive damages and a
constructive trust over the stock in the various Belmont entities owned by Mr.
Kennedy's estate. The Company believes that the Plaintiffs' claims against
Belmont are without merit and intends to vigorously contest such claims. The
outcome of this litigation and its effect on the Company cannot presently be
determined, however, and the possibility exists for an adverse resolution of the
litigation which could have a material adverse effect on the results of
operations and financial condition of the Company in the quarter and year in
which any such adverse resolution occurs.
VOLATILITY OF STOCK PRICE
The Company's Common Stock is traded on the NYSE. The market price of
the Company's 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.
THE COMPANY
GENERAL DESCRIPTION
The Company, through its wholly owned subsidiaries and their respective
divisions, designs, produces and sells manufactured homes and markets its homes
in over 30 states through more than 800 independent dealers operating over 1,000
sales centers, including more than 200 independent exclusive dealer locations.
The Company currently operates 23 manufacturing facilities. Through CAC, the
Company also makes installment sale financing available to qualifying retail
customers of its exclusive dealers. The principal executive offices of the
Company are located at Highway 41 North and Cavalier Road, Addison, Alabama
35540, and its telephone number is (256) 747-0044.
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, 1997, the Company's Current
Report on Form 8-K dated January 15, 1998 (as amended by Form 8-K/A dated March
16, 1998 and Form 8-K/A dated March 17, 1998), and the Company's Quarterly
Reports on Form 10-Q for the quarters ended March 27, 1998 and June 26, 1998,
and subsequent reports filed by the Company pursuant to Section 13(a) of the
Exchange Act after the date of this Prospectus and prior to the termination of
the offering of the Common Stock offered hereby, which are incorporated herein
by reference.
USE OF PROCEEDS
All of the shares of Common Stock are being offered by the Selling
Stockholder. The Company will not receive any proceeds from the sale of shares
of Common Stock by the Selling Stockholder. The Company will, however, receive
proceeds from the exercise of the Warrant, if the Warrant is eventually
exercised.
8
<PAGE> 10
SELLING STOCKHOLDER
The following table sets forth certain information regarding beneficial
ownership of the Common Stock by the Selling Stockholder as of the date of this
Prospectus, and the number of shares that may be offered hereby for the account
of the Selling Stockholder from time to time. As of the date of this Prospectus,
all of the shares beneficially owned by the Selling Stockholder are issuable to
the Selling Stockholder upon exercise of the Warrant. The Warrant represents the
right of the Selling Stockholder to purchase up to 60,000 shares of Common Stock
for approximately $18.34 per share. The Warrant contains customary antidilution
provisions requiring adjustment in the exercise price and the number of shares
for which the Warrant is exercisable in certain circumstances. The Warrant
expires on October 25, 2001. Sales of the Common Stock by the Selling
Stockholder are limited by the terms of the Registration Rights Agreement, dated
October 25, 1996, between Belmont and the Selling Stockholder, as adopted by
operation of law by the Company pursuant to the Merger (the "Registration Rights
Agreement"). Pursuant to the Registration Rights Agreement, the Selling
Stockholder may not sell more than 9,000 shares of Common Stock in any 90-day
period, except that such amount, to the extent unsold, shall cumulate for
subsequent 90-day periods.
<TABLE>
<CAPTION>
Name of Stockholder Number of Shares Percent Number of Shares Number of Shares
Beneficially Owned Being Offered Beneficially Owned
Before Offering After Offering
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
The Suddath Companies 60,000 Shares * 60,000 Shares 0 Shares
</TABLE>
- -----------------
* Less than 1%
The 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 Stockholder 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 Stockholder will
offer and sell all the Common Stock offered hereby and will not acquire any
other shares of Common Stock.
PLAN OF DISTRIBUTION
The purpose of this Prospectus is to permit the Selling Stockholder to
offer for sale and to sell shares of Common Stock at such time and at such
prices as it, in its 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
Stockholder 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 Stockholder. Such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholder 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).
9
<PAGE> 11
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 Stockholder), including filing, printing,
legal, accounting and miscellaneous expenses in connection with this offering.
The Selling Stockholder and any broker executing selling orders on
behalf of the Selling Stockholder 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 Stockholder 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
Stockholder 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 Regulation M, which provisions may limit
the timing of purchases and sales of shares of Common Stock by the Selling
Stockholder. 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 Bradley Arant Rose & White LLP, 2001 Park Place, Suite 1400,
Birmingham, Alabama 35203.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1997 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 their authority as experts in accounting and
auditing.
10
<PAGE> 12
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.
Table of Contents
<TABLE>
<CAPTION>
Page
<S> <C>
Available Information...............................................2
Incorporation of Certain............................................2
Documents by Reference
Risk Factors........................................................3
The Company.........................................................8
Use of Proceeds.....................................................8
Selling Stockholder.................................................9
Plan of Distribution................................................9
Legal Matters......................................................10
Experts............................................................10
</TABLE>
--------------------------
CAVALIER HOMES, INC.
--------------------------
60,000 Shares
Common Stock
$0.10 Par Value
--------------------------
Prospectus
Dated ___________, 1998
--------------------------
<PAGE> 13
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.
<TABLE>
<CAPTION>
ITEM AMOUNT
---- ------
<S> <C>
SEC Registration fee $ 162.62
*Printing expenses 1,000.00
*Legal fees and expenses 5,000.00
*Accounting fees and expenses 1,000.00
*Miscellaneous 1,000.00
---------
Total $8,162.62
</TABLE>
- -------------
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Amended and Restated By-laws of the Company provide that the
Company will indemnify its directors and officers in actions, suits or
proceedings (other than derivative actions) against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such director or officer if such director or officer
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The By-laws give the Company the power in its discretion to indemnify
any employee or agent of the Company in the same manner as the Company is
required to indemnify its officers and directors pursuant to the foregoing
sentence. The By-laws provide that the Company shall indemnify any director or
officer of the Company who is a party to any derivative action on behalf of the
Company against expenses (including attorneys' fees) actually and reasonably
incurred by such director or officer if such director or officer acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interest of the Company, and except that no indemnification shall be made in
respect of any claim as to which such person shall have been judged to be liable
to the Company 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 that such
person is fairly and reasonably entitled to indemnity. The By-laws give the
Company the power in its discretion to indemnify any employee or agent of the
Company in the same manner as the Company is required to indemnify its officers
and directors pursuant to the foregoing sentence. The By-laws further provide
that the Company may purchase and maintain insurance on behalf of its respective
directors, officers, employees or agents.
Section 145 of the Delaware General Corporation Law contains provisions
governing the indemnification of directors and officers by Delaware
corporations. The statute provides that a corporation has the power to indemnify
a person who was or is a party or is threatened to be made a party to a
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 or she 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, partner, trustee,
employee or agent of another foreign or domestic 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 or her in connection with the action, suit or proceeding, if the
person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
a criminal action or proceeding, if the person had no reasonable cause to
believe his or her conduct was
II-1
<PAGE> 14
unlawful. The termination of an action, suit or proceeding by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent,
does not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to a criminal
action or proceeding, had reasonable cause to believe that his or her conduct
was unlawful.
Indemnification of expenses (including attorneys' fees) and amounts
paid in settlement is permitted in derivative actions, except that
indemnification is not allowed for any claim, issue or matter in which such
person has been found liable to the corporation unless and to the extent that
the Delaware Court of Chancery or the court in which such action was brought
decides indemnification is proper. To the extent that any such person has been
successful on the merits or otherwise in defense of an action, suit or
proceeding, or in defense of a claim, issue or matter in the action, suit or
proceeding, he or she shall be indemnified against actual and reasonable
expenses (including attorneys' fees) incurred by him or her in connection with
the action, suit or proceeding, and any action, suit or proceeding brought to
enforce the mandatory indemnification provided under the Delaware General
Corporation Law.
A determination that the person to be indemnified meets the applicable
standard of conduct and an evaluation of the reasonableness of the expenses
incurred and amounts paid in settlement must be made by a majority vote of a
quorum of the board of directors who are not parties or threatened to be made
parties to the action, suit or proceeding, even though less than a quorum, or by
a committee of such directors designated by majority vote of such directors,
even though less than a quorum, or if there are no such directors, or such
directors so direct, by independent legal counsel in a written opinion, or by
the stockholders.
Under the Delaware General Corporation Law, a corporation may pay or
reimburse the reasonable expenses incurred by a director or officer who is a
party or threatened to be made a party to an action, suit or proceeding in
advance of final disposition of the proceeding if the person furnishes the
corporation a written undertaking to repay the advance if it is ultimately
determined that he or she was not entitled to be indemnified.
The indemnification provisions of the Delaware General Corporation Law
are not exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise. The indemnification
provided for under the Delaware General Corporation Law continues as to a person
who ceases to be a director or officer.
The Company's Amended and Restated Certificate of Incorporation, as
amended ("Certificate"), provides that a director of the corporation shall not
be personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, as the same exists or may be hereafter
amended, or (iv) for any transaction from which the director derived an improper
personal benefit.
The Delaware General Corporation Law permits the Company to purchase
insurance on behalf of its directors and officers against liabilities arising
out of their positions with the Company, whether or not such liabilities would
be within the above indemnification provisions. Pursuant to this authority and
as authorized by its By-laws, the Company maintains such insurance on behalf of
its directors and officers. The Company also has entered into indemnification
agreements with each of its directors and executive officers that provide for
advancement of certain expenses and reimbursement for certain liabilities
incurred in connection with the performance of their duties.
II-2
<PAGE> 15
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.
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C> <C>
* 3(a) The Amended and Restated Certificate of Incorporation of
Cavalier Homes, Inc. filed as Exhibit 3(a) to Cavalier
Homes, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1993, and the amendment thereto, filed as
Exhibit 3(b) to Cavalier Homes, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended June 27, 1997.
* 3(b) The Certificate of Designation of Series A Junior
Participating Preferred Stock of Cavalier Homes, Inc. as
filed with the Office of the Delaware Secretary of State on
October 24, 1996 and filed as Exhibit A to Exhibit 4 to
Cavalier Homes, Inc.'s Registration Statement on Form 8-A
filed on October 30, 1996.
* 3(c) The Amended and Restated By-laws of Cavalier Homes, Inc.
filed as Exhibit 3(d) to Cavalier Homes, Inc.'s Quarterly
Report on Form 10-Q for the quarter ended June 27, 1997.
* 4(a) Rights Agreement between Cavalier Homes, Inc. and
ChaseMellon Shareholder Services, LLC, filed as Exhibit 4 to
Cavalier Homes, Inc.'s Current Report on Form 8-K dated
October 30, 1996.
* 4(b) Articles four, six, seven, eight and nine of Cavalier Homes,
Inc.'s Amended and Restated Certificate of Incorporation, as
amended, included in Exhibit 3(a) above.
* 4(c) Article II, Sections 2.1 through 2.18; Article III, Sections
3.1 and 3.2; Article IV, Sections 4.1 and 4.3; Article VI,
Sections 6.1 through 6.5; Article VIII, Sections 8.1 and
8.2; and Article IX of the Company's Amended and Restated
By-laws, included in Exhibit 3(c) above.
* 5 Opinion of Bradley Arant Rose & White LLP as to the legality
of the securities being registered, filed as Exhibit 5 to
Cavalier Homes, Inc.'s Registration Statement No. 333-64925.
23(a) Consent of Deloitte & Touche LLP.
* 23(b) Consent of Bradley Arant Rose & White LLP (included in
Exhibit 5).
24 Powers of Attorney.
* 99.1 Registration Rights Agreement dated October 25, 1996,
between The Suddath Companies and Belmont Homes, Inc., filed
as Exhibit 99.1 to Registration Statement No. 333-20477 of
Belmont Homes, Inc.
* 99.2 Warrant Agreement dated October 25, 1996, between The
Suddath Companies and Belmont Homes, Inc., filed as Exhibit
99.2 to Registration Statement No. 333-20477 of Belmont
Homes, Inc.
* 99.3 First Amendment to Stock Purchase Agreement dated August 14,
1997, between Belmont Homes, Inc. and the former
shareholders of Bellcrest Homes, Inc. filed as Exhibit 10.1
to the Current Report on Form 8-K of Belmont Homes, Inc.,
filed on September 8, 1997.
</TABLE>
- ----------------------------------
* Incorporated by reference.
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-3
<PAGE> 16
(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.
II-4
<PAGE> 17
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 December 14,
1998.
CAVALIER HOMES, INC.
By: /s/ DAVID A. ROBERSON
-------------------------------------
David A. Roberson
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman of the Board December 14, 1998
- ----------------------------------------------------- and Director
Barry B. Donnell
/s/ DAVID A. ROBERSON President, Chief Executive December 14, 1998
- ----------------------------------------------------- Officer and Director
David A. Roberson (Principal executive officer)
/s/ MICHAEL R. MURPHY Chief Financial Officer and Director December 14, 1998
- ----------------------------------------------------- (Principal financial and
Michael R. Murphy accounting officer)
* Director December 14, 1998
- -----------------------------------------------------
Thomas A. Broughton, III
* Director December 14, 1998
- -----------------------------------------------------
John W Lowe
* Director December 14, 1998
- -----------------------------------------------------
Lee Roy Jordan
* Director December 14, 1998
- -----------------------------------------------------
Gerald W. Moore
Director
- -----------------------------------------------------
A. Douglas Jumper, Sr.
Director
- -----------------------------------------------------
Mike Kennedy
</TABLE>
<PAGE> 18
INDEX TO EXHIBITS
Exhibit
Number
* 3(a) The Amended and Restated Certificate of Incorporation of
Cavalier Homes, Inc. filed as Exhibit 3(a) to Cavalier Homes,
Inc.'s Annual Report on Form 10-K for the year ended December
31, 1993, and the amendment thereto, filed as Exhibit 3(b) to
Cavalier Homes, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended June 27, 1997.
* 3(b) The Certificate of Designation of Series A Junior
Participating Preferred Stock of Cavalier Homes, Inc. as filed
with the Office of the Delaware Secretary of State on October
24, 1996 and filed as Exhibit A to Exhibit 4 to Cavalier
Homes, Inc.'s Registration Statement on Form 8-A filed on
October 30, 1996.
* 3(c) The Amended and Restated By-laws of Cavalier Homes, Inc.
filed as Exhibit 3(d) to Cavalier Homes, Inc.'s Quarterly
Report on Form 10-Q for the quarter ended June 27, 1997.
* 4(a) Rights Agreement between Cavalier Homes, Inc. and
ChaseMellon Shareholder Services, LLC, filed as Exhibit 4 to
Cavalier Homes, Inc.'s Current Report on Form 8-K dated
October 30, 1996.
* 4(b) Articles four, six, seven, eight and nine of Cavalier
Homes, Inc.'s Amended and Restated Certificate of
Incorporation, as amended, included in Exhibit 3(a) above.
* 4(c) Article II, Sections 2.1 through 2.18; Article III,
Sections 3.1 and 3.2; Article IV, Sections 4.1 and 4.3;
Article VI, Sections 6.1 through 6.5; Article VIII, Sections
8.1 and 8.2; and Article IX of the Company's Amended and
Restated By-laws, included in Exhibit 3(c) above.
* 5 Opinion of Bradley Arant Rose & White LLP as to the
legality of the securities being registered, filed as Exhibit
5 to Cavalier Homes, Inc.'s Registration Statement No.
333-64925.
23(a) Consent of Deloitte & Touche LLP.
* 23(b) Consent of Bradley Arant Rose & White LLP (included in
Exhibit 5 ).
24 Powers of Attorney.
* 99.1 Registration Rights Agreement dated October 25, 1996,
between The Suddath Companies and Belmont Homes, Inc., filed
as Exhibit 99.1 to Registration Statement No. 333-20477 of
Belmont Homes, Inc.
* 99.2 Warrant Agreement dated October 25, 1996, between The
Suddath Companies and Belmont Homes, Inc., filed as Exhibit
99.2 to Registration Statement No. 333-20477 of Belmont Homes,
Inc.
* 99.3 First Amendment to Stock Purchase Agreement dated August
14, 1997, between Belmont Homes, Inc. and the former
shareholders of Bellcrest Homes, Inc. filed as Exhibit 10.1 to
the Current Report on Form 8-K of Belmont Homes, Inc., filed
on September 8, 1997.
- -----------
* Incorporated by reference.
<PAGE> 1
EXHIBIT 23(a)
Independent Auditors' Consent
We consent to the incorporation by reference in this Amendment No. 1 to the
Registration Statement on Form S-3 of Cavalier Homes, Inc. of our reports dated
February 17, 1998 (March 13, 1998 as to the amendment to the Credit Facility
described in Note 5) appearing in the Annual Report on Form 10-K of Cavalier
Homes, Inc. for the year ended December 31, 1997, and appearing in the Current
Report on Form 8-K dated January 15, 1998, as amended by Form 8-K/A dated March
16, 1998 and by Form 8-K/A dated March 17, 1998, and to the reference to us
under the heading "Experts" in the Prospectus, which is a part of this
Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Birmingham, Alabama
December 11, 1998
<PAGE> 1
EXHIBIT 24
STATE OF ALABAMA )
COUNTY OF WINSTON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints David A. Roberson
and Michael R. Murphy, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of Cavalier Homes, Inc. on Form S-8 relating to the Stock Option Plan
for Conversion of Belmont Homes, Inc. Stock Options, and a registration
statement of Cavalier Homes, Inc. on Form S-3 relating to the warrant issued to
The Suddath Companies, including all amendments to such registration statements,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and with any
state securities commission, granting unto said attorneys-in-fact and agents,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Dated as of this 30th day of January, 1998.
/s/ DAVID A. ROBERSON
------------------------
David A. Roberson
<PAGE> 2
STATE OF ALABAMA )
COUNTY OF WINSTON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints David A. Roberson
and Michael R. Murphy, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of Cavalier Homes, Inc. on Form S-8 relating to the Stock Option Plan
for Conversion of Belmont Homes, Inc. Stock Options, and a registration
statement of Cavalier Homes, Inc. on Form S-3 relating to the warrant issued to
The Suddath Companies, including all amendments to such registration statements,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and with any
state securities commission, granting unto said attorneys-in-fact and agents,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Dated as of this 30th day of January, 1998.
/s/ MICHAEL R. MURPHY
----------------------------
Michael R. Murphy
<PAGE> 3
STATE OF TEXAS )
COUNTY OF WICHITA )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints David A. Roberson
and Michael R. Murphy, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of Cavalier Homes, Inc. on Form S-8 relating to the Stock Option Plan
for Conversion of Belmont Homes, Inc. Stock Options, and a registration
statement of Cavalier Homes, Inc. on Form S-3 relating to the warrant issued to
The Suddath Companies, including all amendments to such registration statements,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and with any
state securities commission, granting unto said attorneys-in-fact and agents,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Dated as of this 30th day of January, 1998.
/s/ BARRY B. DONNELL
--------------------------------
Barry B. Donnell
<PAGE> 4
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints David A. Roberson
and Michael R. Murphy, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of Cavalier Homes, Inc. on Form S-8 relating to the Stock Option Plan
for Conversion of Belmont Homes, Inc. Stock Options, and a registration
statement of Cavalier Homes, Inc. on Form S-3 relating to the warrant issued to
The Suddath Companies, including all amendments to such registration statements,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and with any
state securities commission, granting unto said attorneys-in-fact and agents,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Dated as of this 30th day of January, 1998.
/s/ THOMAS A. BROUGHTON, III
-------------------------------------
Thomas A. Broughton, III
<PAGE> 5
STATE OF ALABAMA )
COUNTY OF WINSTON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints David A. Roberson
and Michael R. Murphy, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of Cavalier Homes, Inc. on Form S-8 relating to the Stock Option Plan
for Conversion of Belmont Homes, Inc. Stock Options, and a registration
statement of Cavalier Homes, Inc. on Form S-3 relating to the warrant issued to
The Suddath Companies, including all amendments to such registration statements,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and with any
state securities commission, granting unto said attorneys-in-fact and agents,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Dated as of this 30th day of January, 1998.
/s/ JOHN W LOWE
----------------------------------
John W Lowe
<PAGE> 6
STATE OF TEXAS )
COUNTY OF DALLAS )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints David A. Roberson
and Michael R. Murphy, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of Cavalier Homes, Inc. on Form S-8 relating to the Stock Option Plan
for Conversion of Belmont Homes, Inc. Stock Options, and a registration
statement of Cavalier Homes, Inc. on Form S-3 relating to the warrant issued to
The Suddath Companies, including all amendments to such registration statements,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and with any
state securities commission, granting unto said attorneys-in-fact and agents,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Dated as of this 30th day of January, 1998.
/s/ LEE ROY JORDAN
----------------------------------
Lee Roy Jordan
<PAGE> 7
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints David A. Roberson
and Michael R. Murphy, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of Cavalier Homes, Inc. on Form S-8 relating to the Stock Option Plan
for Conversion of Belmont Homes, Inc. Stock Options, and a registration
statement of Cavalier Homes, Inc. on Form S-3 relating to the warrant issued to
The Suddath Companies, including all amendments to such registration statements,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and with any
state securities commission, granting unto said attorneys-in-fact and agents,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Dated as of this 30th day of January, 1998.
/s/ GERALD W. MOORE
-----------------------------------
Gerald W. Moore
