SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 12 )1
Cavalier Homes, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
149507-105
(CUSIP Number)
David A. Roberson, Cavalier Homes, Inc., P.O. Box 540, Addison, Alabama 35540
(205) 747-0044
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 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
_
|_|.
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.
(Continued on following pages)
(Page 1 of 5 Pages)
___________
1 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 the disclosures provided in a prior cover page.
The information required in 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 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>
CUSIP No. 149507-105 13D Page 2 of 5 Pages
- - -------------------- -----------------
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Barry B. Donnell
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* _
(a) |_|
(b) |_|
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
Not applicable.
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) _
|_|
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
| 7 SOLE VOTING POWER
| 813,515
|_____________________________________________________________
NUMBER OF | 8 SHARED VOTING POWER
SHARES | 15,080
BENEFICIALLY |_____________________________________________________________
OWNED BY | 9 SOLE DISPOSITIVE POWER
EACH | 813,515
REPORTING |_____________________________________________________________
PERSON | 10 SHARED DISPOSITIVE POWER
WITH | 15,080
__________________|_____________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
828,595
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
_
|_|
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.10%(1)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Pursuant to Rule 13d-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Schedule
13D, as heretofore amended (the "Schedule 13D"), previously filed by Barry B.
Donnell (the "Reporting Person") with respect to the shares of common stock, par
value $0.10 per share (the "Common Stock") of Cavalier Homes, Inc. (the
"Company") owned by the Reporting Person, is hereby amended as described herein.
Except as amended hereby, the Schedule 13D as previously filed shall remain in
effect.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 to Schedule 13D is hereby amended and supplemented by inserting the
following:
On December 31, 1997, pursuant to that certain Agreement and
Plan of Merger, dated as of August 14, 1997, as amended (the
"Merger Agreement"), by and among the Company, Belmont Homes,
Inc., a Mississippi corporation ("Belmont"), and Crimson
Acquisition Corp, a Mississippi corporation and wholly owned
subsidiary of the Company ("Crimson"), Crimson was merged with
and into Belmont and Belmont became a wholly owned subsidiary
of Cavalier (the "Merger"). In connection therewith, each
share of common stock of Belmont issued and outstanding
immediately prior to the effective time of the Merger was
converted into the right to receive 0.80 shares of the Common
Stock, and 7,555,121 shares of Common Stock were issued to the
former Belmont shareholders. At the Effective Time of the
Merger, T&C Investment Club, a partnership in which the
Reporting Person is a partner, held 100 shares of Belmont
common stock. Accordingly, as of the Effective Time, T&C
Investment Club was issued 80 shares of Common Stock in
exchange for its 100 shares of Belmont common stock.
Item 5. Interest in Securities of the Issuer.
Item 5 to Schedule 13D is hereby amended and supplemented by inserting the
following:
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 20,193,670 shares of
Common Stock outstanding on February 26, 1998, based upon
information provided by the Company.
(a) The Reporting Person is the beneficial owner of
813,515 shares of Common Stock owned directly by him,
which includes 250,000 shares which the Reporting
Person has the right to acquire within sixty days of
this filing pursuant to options that have been
previously granted to the Reporting Person, and
15,080 shares of Common Stock owned indirectly
Page 3 of 5 Pages
<PAGE>
by him, constituting approximately 4.10% of the
shares of Common Stock outstanding, as determined
above.
(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, which includes
250,000 shares which the Reporting Person has the
right to acquire within sixty days of this filing
pursuant to options that have been previously granted
to the Reporting Person. 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 held by the Donnell Foundation of which the
Reporting Person is co-trustee, and the 80 shares of
Common Stock held by T&C Investment Club in which the
Reporting Person is a partner.
(c) Except for the transaction described under Item 3
above, there have been no transactions in the class
of securities reported on that were effected during
the past sixty (60) days.
(d) T&C Investment Club has the right to receive the
dividends from, and the proceeds from the sale of,
the 80 shares of Common Stock owned by it. The
Donnell Foundation has the right to receive dividends
from, and the proceeds from the sale of, the 15,000
shares of Common Stock owned by it.
(e) As indicated in Item 3, on December 31, 1997,
pursuant to the Merger Agreement, 7,555,121 shares of
Common Stock were issued to the former shareholders
of Belmont. Accordingly, on December 31, 1997, the
Reporting Person ceased to be the beneficial owner of
more than five percent of the issued and outstanding
Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Item 6 to Schedule 13D is hereby amended and supplemented by inserting the
following:
As noted in Item 3, T&C Investment Club owns 80 shares of
Common Stock. T&C Investment Club has the power to transfer or
vote such shares.
Page 4 of 5 Pages
<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.
February 26, 1998
__________________________
(Date)
/s/ BARRY B. DONNELL
____________________________
Barry B. Donnell
Page 5 of 5 Pages
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