As filed with the Securities and Exchange Commission on July 16, 1999
Registration No. 333-___________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
AMERICAN WOODMARK CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Virginia 54-1138147
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
3102 Shawnee Drive
Winchester, Virginia 22601
(540) 665-9100
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
_________________
James J. Gosa
President and Chief Executive Officer
American Woodmark Corporation
3102 Shawnee Drive
Winchester, Virginia 22601
(540) 665-9100
(Name, address, including zip code, and telephone number,
including area code of agent for service)
_________________
Copy to
Joseph C. Carter, III, Esq.
McGuire, Woods, Battle & Boothe LLP
One James Center
901 East Cary Street
Richmond, Virginia 23219
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 to
be 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 (the "Securities Act"),
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,
please 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.
[ ]
<PAGE>
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Each Maximum Maximum
Class of Amount Offering Aggregate Amount of
Securities to be Price Per Offering Registration
Registered Registered (1) Share (2) Price Fee
- ---------------- -------------- ---------- -------------- -------------
<S> <C> <C> <C> <C>
Common Stock, no 47,934 $35.719 $1,712,154.50 $476.00
par value
</TABLE>
(1) In the event of a stock split, stock dividend or similar
transaction involving the Company's common stock, in order
to prevent dilution, the number of shares registered shall
automatically be increased to cover the additional shares in
accordance with Rule 416(a) under the Securities Act.
(2) Calculated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) and based upon the
average of the high and low sales prices of the common stock
as reported by the Nasdaq Stock Market on July 13, 1999.
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.
<PAGE>
The information in this prospectus is not complete and may be
changed. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not any offer to sell these
securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
Subject to completion, dated July 16, 1999
PROSPECTUS
47,934 SHARES
AMERICAN WOODMARK CORPORATION
COMMON STOCK
_________________
This prospectus relates to 47,934 shares of American
Woodwork Corporation common stock, no par value, which may be
offered from time to time by the Selling Shareholder named
herein.
Our common stock is listed on the Nasdaq Stock Market under
the symbol "AMWD." On July 13, 1999, the last reported sale
price for the common stock on the Nasdaq Stock Market was $36.00 1
per share.
Unless the context indicates otherwise, all references to
"we," "our" or "the Company" refer to American Woodmark
Corporation. Our principal executive offices are located at 3102
Shawnee Drive, Winchester, Virginia 22601. Our telephone number
is (540) 665-9100.
_________________
See "Risk Factors" beginning on page 5 for a discussion of
certain
risks related to an investment in the common stock.
_________________
The shares have not been approved or disapproved
by the Securities and Exchange Commission
or any state securities commission nor have
these organizations determined that this
prospectus is accurate or complete.
Any representation to the
contrary is a criminal
offense.
The date of this Prospectus is July ___, 1999
<PAGE>
TABLE OF CONTENTS
Where You Can Find More Information 3
Summary of American Woodmark Corporation's Business 4
Risk Factors 5
Use of Proceeds 7
Selling Shareholder 7
Plan of Distribution 8
Description of Capital Stock 9
Legal Opinion 10
Experts 10
No person has been authorized to give any information or to make
any representations other than those contained in this prospectus
in connection with the offering made hereby, and if given or
made, such information or representations must not be relied upon
as having been authorized by American Woodmark Corporation, the
selling shareholder or by any other person. Neither the delivery
of this prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that information herein is
correct as of any time subsequent to the date hereof. This
prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any security other than the securities covered
by this prospectus, nor does it constitute an offer to or
solicitation of any person in any jurisdiction in which such
offer or solicitation may not lawfully be made.
2
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange
Commission (the "SEC"). You may read and copy any document we
file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. Please call the SEC at 1-
800-SEC-0330 for further information on the public reference
rooms. Our SEC filings are also available to the public at the
SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the
information we file with it, which means we can disclose
important information to you by referring to those documents.
The information incorporated by reference is considered to be a
part of this prospectus, and later information that we file with
the SEC will automatically update and supersede this information.
We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), until the Selling Shareholder sells all of his
shares.
(a) The Company's Annual Report on Form 10-K filed with the SEC
on July 15, 1999 for the Company's fiscal year ended April 30,
1999.
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended July 31, 1998, October 31, 1998 and January 31,
1999.
(c) The description of the Company's common stock contained in
the Company's Registration Statement on Form 8-A filed with the
SEC on July 15, 1986 pursuant to Section 12 of the Exchange Act.
You may request a copy of these filings, at no cost, by
writing or telephoning us at our principal executive offices at
the following address and phone number:
Secretary
American Woodmark Corporation
3102 Shawnee Drive
Winchester, Virginia 22601
(540) 665-9100
You should rely on information incorporated by reference or
provided in this prospectus or any supplement. We have not
authorized anyone else to provide you with different information.
The Selling Shareholder will not make an offer of these shares in
any state where the offer is not permitted. You should not
assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the front of
these documents.
3
<PAGE>
SUMMARY OF
AMERICAN WOODMARK CORPORATION'S BUSINESS
We manufacture and distribute kitchen cabinets and vanities
for the remodeling and new home construction markets. The
Company was formed in 1980 by the four principal managers of the
Boise Cascade Cabinet Division through a leveraged buyout of that
division. The Company was operated privately until 1986 when it
became a public company through a common stock offering.
We currently offer custom cabinetry and framed stock
cabinets. Our framed stock cabinets are available in
approximately 130 different cabinet lines, ranging in price from
relatively inexpensive to medium-priced styles. Styles vary by
design and color from natural wood finishes to low-pressure
laminate surfaces. Our entire product offering of stock cabinets
includes 40 door designs and seven colors. Stock cabinets
consist of a common box with standard interior components and an
oak, cherry, maple or hickory front frame. Our custom cabinetry
is available in approximately 50 door styles with 20 basic
colors, 8 glazes and two sheens to choose from, although we offer
to match any color. We have approximately 6,000 sku's but will
make almost any product a kitchen designer can create.
We sell our products under the brand names of American
Woodmarkr, Crestwoodr, Timberlaker, Scots Prider, Coventry and
Caser cabinets and Knappr.
Our products are sold on a national basis through three
market channels: independent dealer/distributors, home centers
and major builders. We distribute our products to each market
channel directly from our four assembly plants and through a
logistics network consisting of four service centers located in
key areas throughout the United States.
The primary raw materials we use include oak, maple, cherry
and hickory lumber. Additional raw materials include paint,
particleboard, manufactured components and hardware. We
currently purchase paint from one supplier; however, other
sources are available. The Company's other raw materials are
purchased from more than one source and are readily available.
We operate in a highly fragmented industry that is composed
of several thousand local, regional and national manufacturers.
The Company believes that no other company in the industry has
more than a 15% share of the market. We also believe that
American Woodmark is one of the five largest manufacturers of
kitchen cabinets in the United States.
Our business has historically been subjected to seasonal
influences, with higher sales typically realized in the second
and fourth fiscal quarters. General economic forces and changes
in our customer mix have reduced seasonal fluctuations in the
Company's revenue over the past few years.
During the last fiscal year, we had two customers, The Home
Depot and Lowe's Companies, Inc., which each accounted for more
than 10% of our sales.
As of June 30, 1999 the Company had 3,259 employees.
Approximately 29% of our employees are represented by labor
unions. We believe that our employee relations are good.
We lease our Corporate Office in Winchester, Virginia. We
lease one and own eight manufacturing facilities located
primarily in the eastern United States. We are building a
manufacturing facility in Gas City, Indiana that is due to be
completed in December 1999. We also lease nine office centers
located throughout the United States that support the sales and
distribution of products to each market channel.
4
<PAGE>
RISK FACTORS
BEFORE YOU INVEST IN THE SHARES OFFERED IN THIS
PROSPECTUS, YOU SHOULD BE AWARE THAT THERE ARE VARIOUS RISKS,
INCLUDING THOSE DESCRIBED BELOW. YOU SHOULD CONSIDER CAREFULLY
THESE RISK FACTORS TOGETHER WITH ALL OF THE OTHER INFORMATION
INCLUDED IN THIS PROSPECTUS BEFORE YOU DECIDE TO PURCHASE ANY OF
THE SHARES.
Forward-looking statements
Some of the information in this prospectus (including
documents incorporated by reference) may contain forward-looking
statements. Such statements can be identified by the use of
forward-looking terminology such as "may," "will," "expect,"
"anticipate," "estimate," "continue" or other similar words.
These statements discuss future expectations, make various
assumptions, contain projections of results of operations or of
financial condition or state other "forward-looking" information.
When considering such forward-looking statements, you should keep
in mind the risk factors and other cautionary statements in this
prospectus (including documents incorporated by reference). The
risk factors noted in this section and other factors noted
throughout this prospectus could cause our actual results to
differ materially from those contained in any forward-looking
statement.
Significant Concentration of Voting Influence Among a Few Parties
Based upon the latest information available to us, William
F. Brandt, Jr. beneficially owns approximately 27.9% and Mary Jo
Stout beneficially owns approximately 10.8% of our outstanding
common stock. These parties have acted together in the past under
a voting agreement that ended May, 1996. Although no current
voting agreement exists, if they acted together, they alone would
have the ability to substantially influence the election of
persons to the Board of Directors of the Company and the outcome
of other matters requiring shareholder approval.
Seasonality
Our business has historically been subjected to seasonal
influences, with higher sales typically realized during the
second and fourth fiscal quarters. Over the past few years,
general economic forces and changes in our customer mix have
reduced seasonal fluctuations in the Company's revenue. However,
there can be no assurance that we will be able to continue to
reduce such seasonal fluctuations.
Dependence Upon Major Customers
We have two customers, The Home Depot and Lowe's Companies,
Inc., which each accounted for more than 10% of our sales. The
loss of sales from these customers due to their loss of market
share, bankruptcy or switching to a competitor could have a
materially adverse impact on our short-term operating results.
Economic and General Risks of the Business
The Company's growth and success will depend upon factors
that are beyond our control and that cannot clearly be predicted
at this time. Such factors include overall industry demand at
reduced levels, economic weakness in a specific channel of
distribution, especially the home center industry, a sudden and
significant rise in basic raw material costs, and the need to
respond to price or product initiatives launched by a competitor.
Exposure to Year 2000 Issues
We recognize a risk from the year 2000 impact on our
suppliers and customers. We have communicated with our
significant suppliers and large customers and are communicating
with others to assess potential year 2000 problems. There can be
no guarantee that the systems of our suppliers and customers will
be converted by the end of this year. We are developing
contingency plans to address critical system interfaces with
5
<PAGE>
these third parties in the event that they are unable to resolve
their year 2000 compliance issues by the end of this year.
Although year 2000 problems with any one customer or supplier
should not have a material adverse effect on us, the disruption
of a significant number of businesses could materially and
adversely affect our operations.
6
<PAGE>
USE OF PROCEEDS
The Company will not receive any of the proceeds from the
sale of the common stock offered by the Selling Shareholder (as
defined below) pursuant to this prospectus.
SELLING SHAREHOLDER
This prospectus covers offers and sales from time to time by
the shareholder named below (the "Selling Shareholder") of
certain of the shares owned by such shareholder. Set forth below
is (i) the name of the Selling Shareholder and (ii) the number of
shares of common stock (the "Shares") held as of the date of this
prospectus by the Selling Shareholder, which number is also the
number of shares which may be offered by the Selling Shareholder
pursuant to this prospectus. The person named below has sole
voting and investment power with respect to the Shares indicated.
Any or all of the Shares listed below may be offered for sale by
the Selling Shareholder from time to time.
NUMBER OF SHARES OF
COMMON STOCK HELD
AND OFFERED PURSUANT
TO THIS PROSPECTUS
--------------------
Michael Knapp.................. 47,934
Because the Company does not know how many Shares will be
sold by the Selling Shareholder pursuant to this prospectus, no
estimate can be given as to the number of Shares that will be
held by the Selling Shareholder upon termination of this
offering.
The Selling Shareholder acquired his Shares in connection
with the merger of Knapp Woodworking, Inc. with a subsidiary of
the Company.
7
<PAGE>
PLAN OF DISTRIBUTION
The Selling Shareholder has advised the Company that he may
offer Shares from time to time depending on market conditions and
other factors, in one or more transactions on the Nasdaq Stock
Market, on which the Shares are traded, or in negotiated
transactions, at market prices prevailing at the time of sale, at
negotiated prices or at fixed prices. Sales of Shares may
involve (i) block transactions in which the broker or dealer so
engaged will attempt to sell the Shares as agent but may position
and resell a portion of the block as principal to facilitate the
transaction, (ii) purchases by a broker-dealer as principal and
resale by such broker-dealer for its own account pursuant to this
prospectus, (iii) ordinary brokerage transactions and
transactions in which a broker solicits purchasers and (iv)
privately negotiated transactions. To the extent required, this
prospectus may be amended and supplemented from time to time to
describe a specific plan of distribution. In connection with the
distribution of the Shares or otherwise, the Selling Shareholder
may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in
short sales of the Company's common stock in the course of
hedging the position they assume with the Selling Shareholder.
The Selling Shareholder may also sell the Company's common stock
short and redeliver the Shares to close out such short positions.
The Selling Shareholder may also enter into option or other
transactions with broker-dealers which require delivery to such
broker-dealer of Shares offered hereby, which Shares such broker-
dealer may resell pursuant to this prospectus (as supplemented or
amended to reflect such transaction). The Selling Shareholder
may also pledge shares to a broker-dealer and, upon a default,
such broker-dealer may effect sales of the pledged shares
pursuant to this prospectus (as supplemented or amended to
reflect such transaction). In addition, any shares that qualify
for sale pursuant to Rule 144 may be sold thereunder rather than
pursuant to this prospectus.
Brokers and dealers may receive compensation in the form of
concessions or commissions from the Selling Shareholder and/or
purchasers of Shares for whom they may act as agent (which
compensation may be in excess of customary commissions). The
Selling Shareholder and any broker or dealer that participates in
the distribution of Shares may be deemed to be underwriters and
any commissions received by them and any profit on the resale of
Shares positioned by a broker or dealer may be deemed to be
underwriting discounts and commissions under the Securities Act.
The Company has advised the Selling Shareholder that
Regulation M under the Exchange Act may apply to sales of Shares
and to the activities of the Selling Shareholder or broker-
dealers in connection therewith.
8
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of
20,000,000 shares of common stock, no par value, of which
7,923,166 shares were issued and outstanding as of July 13, 1999,
and 2,000,000 shares of preferred stock, par value $1.00 per
share, issuable in series, no shares of which were issued and
outstanding as of the date of this prospectus.
Common Stock
Each holder of shares of common stock is entitled to one
vote for each share held of record on each matter submitted to a
vote of stockholders. Cumulative voting in the election of
directors is not permitted. As a result, the holders of more
than 50% of the outstanding shares have the power to elect all
directors. The quorum required at a stockholders' meeting for
consideration of any matter is a majority of the shares entitled
to vote on that matter, represented in person or by proxy. If a
quorum is present, the affirmative vote of a majority of the
shares represented at the meeting and entitled to vote on the
matter is required for stockholder approval, except in the case
of certain major corporate actions, such as the merger or
liquidation of the Company, an amendment to the Company's
articles of incorporation, or the sale of all or substantially
all of the Company's assets, with respect to which, under the
provisions of the Virginia Stock Corporation Act, approval is
required by the affirmative vote of more than two-thirds of all
shares entitled to vote on the matter, whether or not represented
at the meeting.
Subject to the rights of any holders of Preferred Stock, the
holders of shares of common stock are entitled to receive
dividends when, as and if declared by the Board of Directors out
of funds legally available therefor and, in the event of the
liquidation, dissolution or winding up of the Company, to share
ratably in all assets remaining after the payment of liabilities.
There are no preemptive or other subscription rights, conversion
rights, or redemption or sinking fund provisions with respect to
shares of common stock. All of the shares of common stock
outstanding have been legally issued, fully paid and non-
assessable.
The transfer agent for the shares of common stock is
American Stock Transfer and Trust Company.
Preferred Stock
Shares of preferred stock are issuable in one or more series
from time to time at the direction of the Board of Directors.
The Board of Directors is authorized, with respect to each
series, to fix its designation, relative rights (including
voting, dividend, conversion, sinking fund and redemption
rights), preferences (including with respect to dividends and on
liquidation) and limitations. The Board of Directors, without
shareholder approval, can issue shares of preferred stock with
voting and conversion rights which could adversely affect the
voting power of the holders of shares of common stock. This
right of issuance could also be used as a method of preventing a
party from gaining control of the Company. The Company presently
has no plans or arrangements for the issuance of any shares of
preferred stock.
Virginia Stock Corporation Act; Anti-takeover Effects
The Company is subject to the "affiliated transactions" and
"control share acquisitions" statutes of the Virginia Stock
Corporation Act, which are summarized below.
The "affiliated transactions" statute restricts certain
transactions ("Affiliated Transactions") between a Virginia
corporation having more than 300 shareholders of record and any
person (an "Interested Shareholder") who beneficially owns more
than 10% of any class of the corporation's voting securities.
These restrictions, which are described below, do not apply to an
Affiliated Transaction with an Interested Shareholder who has
been such continuously since the date the corporation first had
300 shareholders of record or whose acquisition of shares making
such person an Interested Shareholder was previously approved by
a majority of the corporation's Disinterested Directors.
"Disinterested Director" means, with respect to a particular
Interested Shareholder, a member of the corporation's board of
directors who was (i) a member on the date on which an Interested
Shareholder became an Interested Shareholder or (ii) recommended
for election by, or was elected to fill a vacancy and received
the affirmative vote of, a majority of the Disinterested
Directors then on the Board of Directors. Affiliated Transactions
include mergers, share exchanges, material dispositions of
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<PAGE>
corporate assets not in the ordinary course of business, any
dissolution of the corporation proposed by or on behalf of an
Interested Shareholder, or any reclassification, including
reverse stock splits, recapitalization or merger of the
corporation with its subsidiaries, which increases the percentage
of voting shares owned beneficially by an Interested Shareholder
by more than 5%. The "affiliated transactions" statute prohibits
a corporation from engaging in an Affiliated Transaction with an
Interested Shareholder for a period of three years after the
Interested Shareholder became such unless the transaction is
approved by the affirmative vote of a majority of the
Disinterested Directors and by the affirmative vote of the
holders of two-thirds of the voting shares other than those
shares beneficially owned by the Interested Shareholder.
Following the three-year period, in addition to any other vote
required by law or by the corporation's articles of
incorporation, an Affiliated Transaction must be approved either
by a majority of the Disinterested Directors or by the
shareholder vote described in the preceding sentence unless the
transaction satisfies the fair-price or certain other provisions
of the statute. These fair price provisions require, in general,
that the consideration to be received by shareholders in the
Affiliated Transaction (a) be in cash or in the form of
consideration used by the Interested Shareholder to acquire the
largest number of its shares and (b) not be less, on a per share
basis, than an amount determined in the manner specified in the
statute by reference to the highest price paid by the Interested
Shareholder for shares it acquired and the fair market value of
the shares on specified dates.
The "control share acquisitions" statute provides that
shares of a Virginia corporation having 300 or more shareholders
of record which are acquired in a "Control Share Acquisition"
have no voting rights unless such rights are granted by a
shareholders' resolution approved by the holders of a majority of
the votes entitled to be cast on the election of directors by
persons other than the acquiring person or any officer or
employee-director of the corporation. A "Control Share
Acquisition" is an acquisition of voting shares which, when added
to all other voting shares beneficially owned by the acquiring
person, would cause such person's voting strength with respect to
the election of directors to meet or exceed any of the following
thresholds: (i) one-fifth, (ii) one-third or (iii) a majority. An
acquiring person is entitled, before or after a Control Share
Acquisition, to file a disclosure statement with the corporation
and demand a special meeting of shareholders to be called for the
purpose of considering whether to grant voting rights for the
shares acquired or proposed to be acquired. If authorized in the
corporation's articles of incorporation or bylaws before a
Control Share Acquisition has occurred, the corporation may,
during specified periods, redeem the shares so acquired if no
disclosure statement is filed or if the shareholders have failed
to grant voting rights to such shares. In the event full voting
rights are granted to an acquiring person who then has majority
voting power, those shareholders who did not vote in favor of
such grant are entitled to dissent and demand payment of the fair
value of their shares from the corporation. The control share
acquisitions statute does not apply to an actual or proposed
Control Share Acquisition if the corporation's articles of
incorporation or bylaws are amended, within the time limits
specified in the statute, to so provide.
LEGAL OPINION
The validity of the shares of common stock offered hereby
will be passed upon for us by McGuire, Woods, Battle & Boothe
LLP.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our
consolidated financial statements and schedule incorporated by
reference or included in our Annual Report on Form 10-K for the
year ended April 30, 1999, as set forth in their reports, which
are incorporated by reference in this prospectus and elsewhere in
the registration statement. Our consolidated financial
statements and schedule are incorporated by reference in reliance
on Ernst & Young LLP's reports, given on their authority as
experts in accounting and auditing.
10
<PAGE>
47,934 SHARES
AMERICAN WOODMARK CORPORATION
COMMON STOCK
PROSPECTUS
July ____, 1999
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses to be paid by the Company in
connection with this offering are as follows:
Securities and Exchange Commission registration fees... $ 476.00
Legal fees and expenses................................ $15,000.00
Accounting fees and expenses........................... $ 7,000.00
Miscellaneous.......................................... $ 250.00
----------
Total.................... $22,726.00
Item 15. Indemnification of Directors and Officers.
Article 10 of the Virginia Stock Corporation Act
allows, in general, for indemnification, in certain
circumstances, by a corporation of any person threatened with or
made a party to any action, suit, or proceeding by reason of the
fact that he or she is, or was, a director, officer, employee, or
agent of such corporation. Indemnification is also authorized
with respect to a criminal action or proceeding where the person
had no reasonable cause to believe that his conduct was unlawful.
Article 9 of the Virginia Stock Corporation Act provides
limitations on damages payable by officers and directors, except
in cases of willful misconduct or knowing violation of criminal
law or any federal or state securities law.
The Company's Articles of Incorporation provide for
mandatory indemnification of its directors and officers against
liability incurred by them in proceedings instituted or
threatened against them by third parties, or by or on behalf of
the Company itself, relating to the manner in which they
performed their duties unless they have been guilty of willful
misconduct or a knowing violation of the criminal law.
The Company has purchased directors' and officers' liability
insurance policies. Within the limits of their coverage, the
policies insure (1) the directors and officers of the Company and
its subsidiaries against certain losses resulting from claims
against them in their capacities as directors and officers to the
extent that such losses are not indemnified by the Company and
(2) the Company to the extent that it indemnifies such directors
and officers for losses as permitted under the laws of Virginia.
II-1
<PAGE>
Item 16. Exhibits.
The following exhibits are filed herewith or incorporated
herein by reference:
Exhibit Description
No.
4.1 - Articles of Incorporation as amended effective August
12, 1987 (1)
4.2 - Bylaws (2)
4.3 - Amendment to Bylaws on June 22, 1994 (3)
4.4 - Amended and Restated Stockholders' Agreement (2)
4.5 - Form of Common Stock Certificate (2)
5.1* - Opinion of McGuire, Woods, Battle & Boothe LLP as to
the validity of the shares of common stock being
registered
23.1* - Consent of Ernst & Young LLP, Independent Auditors
23.2 - Consent of McGuire, Woods, Battle & Boothe LLP
regarding the validity of the shares of common stock
being registered (included in Exhibit 5.1)
24.1* - Powers of Attorney
- ------------------------------------------------
*Filed herewith
(1) - Incorporated by reference to exhibits filed with the
1988 Form 10-K (SEC File No. 000-14798)
(2) - Incorporated by reference to exhibits filed with Form
S-1 (SEC File No. 33-6245)
(3) - Incorporated by reference to exhibits filed with the
1994 Form 10-K (SEC File No. 000-14798)
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; (ii) to reflect in the
prospectus any facts or events arising after the effective date
of the 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
the registration statement; (iii) to include any material
information with respect to the plan of distribution not
previously disclosed in the registration statement or any
material change to such information in the registration
statement; provided, however, that paragraph (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each 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.
II-2
<PAGE>
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described in Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the
Securities 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 its 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 Securities Act and will be governed by the final adjudication
of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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, thereunder duly authorized, in
the City of Winchester, the Commonwealth of Virginia, on July
15, 1999.
/s/ James J. Gosa
------------------
James J. Gosa, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons on behalf of the registrant in the capacities indicated
on July 15, 1999.
Signature Title
- --------- -----
/s/ William F. Brandt, Jr.
- --------------------------
William F. Brandt, Jr. Chairman of the Board
/s/ James J. Gosa
- ------------------
James J. Gosa President and Chief Executive Officer
/s/ Daniel T. Carroll Director
- ---------------------
Daniel T. Carroll
/s/ Martha M. Dally Director
- -------------------
Martha M. Dally
/s/ Fred S. Grunewald Director
- ---------------------
Fred S. Grunewald
/s/ C. Anthony Wainwright Director
- -------------------------
C. Anthony Wainwright
/s/ Kent B. Guichard Senior Vice President, Finance and
- -------------------- Chief Financial Officer
Kent B. Guichard
/s/ William A. Armstrong Corporate Controller
- ----------------------
William A. Armstrong
*By: /s/ James J. Gosa
-----------------
James J. Gosa
Attorney-in-Fact
II-4
<PAGE>
EXHIBIT INDEX
Exhibit Description
No.
- --- -----------
4.1 - Articles of Incorporation as amended effective August 12,
1987(1)
4.2 - Bylaws (2)
4.3 - Amendment to Bylaws on June 22, 1994 (3)
4.4 - Amended and Restated Stockholders' Agreement (2)
4.5 - Form of Common Stock Certificate (2)
5.1* - Opinion of McGuire, Woods, Battle & Boothe LLP as to the
validity of the shares of common stock being registered
23.1* - Consent of Ernst & Young LLP, Independent Auditors
23.2 - Consent of McGuire, Woods, Battle & Boothe LLP regarding
the validity of the shares of common stock being
registered (included in Exhibit 5.1)
24.1* - Powers of Attorney
- -------------------------------------
*Filed herewith
(1) - Incorporated by reference to exhibits filed with the 1988
Form 10-K (SEC File No. 000-14798)
(2) - Incorporated by reference to exhibits filed with Form S-1
(SEC File No. 33-6245)
(3) - Incorporated by reference to exhibits filed with the 1992
Form 10-K (SEC File No. 000-14798)
<PAGE>
Exhibit 5.1
[McGuire, Woods, Battle & Boothe LLP Letterhead]
July 16, 1999
American Woodmark Corporation
3102 Shawnee Drive
Winchester, Virginia 22601
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to
be filed by American Woodmark Corporation, a Virginia corporation
(the "Company"), with the Securities and Exchange Commission on
or about the date hereof (the "Registration Statement") in
connection with the registration under the Securities Act of
1933, as amended, of the offer and sale of up to a total of
47,934 shares of common stock, no par value, of the Company (the
"Shares"). All of the Shares are issued and outstanding and may
be offered for sale for the benefit of the selling shareholder
named in the Registration Statement. The Shares are to be sold
from time to time as described in the Registration Statement.
We have examined such corporate records, certificates and
other documents, and reviewed such questions of law, as we have
considered necessary or appropriate for the purpose of this
opinion.
On the basis of such examination and review, we advise you
that, in our opinion, the Shares have been duly authorized and
validly issued and are fully paid and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to us
under the heading "Legal Opinion" in the Registration Statement.
We do not admit by giving this consent that we are in the
category of persons whose consent is required under Section 7 of
the Act.
Very truly yours,
/s/ McGuire, Woods, Battle & Boothe LLP
<PAGE>
Exhibit 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-3) and related
Prospectus of American Woodmark Corporation for the registration
of 47,934 shares of its common stock and to the incorporation by
reference therein of our report dated June 9, 1999, with respect
to the consolidated financial statements of American Woodmark
Corporation incorporated by reference in its Annual Report on
Form 10-K for the year ended April 30, 1999, filed with the
Securities and Exchange Commission.
We also consent to the incorporation by reference therein of our
report dated July 12, 1999 with respect to the financial
statement schedule of American Woodmark Corporation for the years
ended April 30, 1999, 1998, and 1997 included in the Annual
Report on Form 10-K for 1999 filed with the Securities and
Exchange Commission.
/s/ERNST & YOUNG LLP
Baltimore Maryland
July 12, 1999
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the
undersigned officers or directors of AMERICAN WOODMARK
CORPORATION, a Virginia corporation (the "Corporation"),
hereby constitutes and appoints James J. Gosa and Kent B.
Guichard, and each of them acting individually, his or her
true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him and her and in
his or her name, place and stead in any and all capacities,
to sign and file one or more Registration Statements on Form
S-3 (or other appropriate form) for filing with the
Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities
Act"), and any other documents in support thereof or
supplemental or amendatory thereto, with respect to the
registration of 47,934 shares of common stock held by
Michael Knapp, with the Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing
requisite and necessary or desirable to be done in and about
the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes or his substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has
executed this Power of Attorney this 18 day of May, 1999.
/s/ WILLIAM F. BRANDT, JR. /s/ JAMES J. GOSA
- ----------------------------- -----------------------------
William F. Brandt, Jr. James J. Gosa
Chairman of the Board President and Chief
Executive Officer
/s/ DANIEL T. CARROLL /s/ MARTHA M. DALLY
- ----------------------------- -----------------------------
Daniel T. Carroll Martha M. Dally
Director Director
/s/ FRED S. GRUNEWALD /s/ C. ANTHONY WAINWRIGHT
- ----------------------------- -----------------------------
Fred S. Grunewald C. Anthony Wainwright
Director Director
/s/ KENT B. GUICHARD /s/ WILLIAM A. ARMSTRONG
- ----------------------------- -----------------------------
Kent B. Guichard William A. Armstrong
Vice President, Finance Corporate Controller
and Chief Financial Officer
<PAGE>
