AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 1997
REGISTRATION NO. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-2
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CROSSMANN COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)
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INDIANA 1521 35-1880120
(State or other jurisdiction (Primary Standard Industrial Classification (I.R.S. Employer Identification No.)
of incorporation or organization Code Number)
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9202 NORTH MERIDIAN STREET, SUITE 300
INDIANAPOLIS, INDIANA 46260
(317) 843-9514
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
JOHN B. SCHEUMANN
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
CROSSMANN COMMUNITIES, INC.
9202 NORTH MERIDIAN STREET, SUITE 300
INDIANAPOLIS, INDIANA 46260
(317) 843-9514
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies To:
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Steven K. Humke, Esq. James A. Aschleman, Esq.
Ice Miller Donadio & Ryan Baker & Daniels
One American Square, Box 82001 300 N. Meridian Street, Suite 2700
Indianapolis, Indiana 46282-0002 Indianapolis, Indiana 46204-1782
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the Registration Statement becomes effective.
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, check the following box:
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this Form, check the following box:
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: X 333-33809
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 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:
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BE REGISTERED REGISTERED(1) OFFERING PRICE PER UNIT(2) AGGREGATE OFFERING PRICE REGISTRATION
FEE(2)
COMMON SHARES, NO PAR VALUE 201,250 Shares $ 17.50 $ 3,521,875 $ 1,068
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(1) Includes 26,250 Common Shares that may be sold if the over-allotment option granted to the Underwriters is exercised in
full. See Underwriting.
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This registration statement on Form S-2 is being filed by Crossmann
Communities, Inc. pursuant to Rule 462(b) under the Securities Act of 1933, as
amended. The contents of Registration Statement No. 333-33809 are hereby
incorporated herein by reference.
The Registrant hereby certifies to the Securities and Exchange Commission
(the Commission) that:
(i) the Registrant has instructed its bank, Bank One, Indianapolis, N.A.
to pay the registration fee to the Commission;
(ii) the Registrant will not revoke such instructions;
(iii) the Registrant has sufficient funds in its accounts to cover the
amount of the registration fee; and
(iv) the Registrant undertakes to confirm that Bank One Indianapolis,
N.A., received such instructions as soon as practicable on September 12, 1997
as the instructions were transmitted after business hours.
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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-2 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto, duly authorized in the City of Indianapolis, State of Indiana, on
September 11, 1997.
CROSSMANN COMMUNITIES, INC.
By: /s/ JOHN B. SCHEUMANN
John B. Scheumann
Chairman of the Board,
Chief Executive Officer and Director
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:
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SIGNATURE CAPACITY DATE
/s/ John B. Scheumann Chairman of the Board, September 11,1997
John B. Scheumann Chief Executive Officer and Director
/s/ Richard H. Crosser President, Chief Operations Officer, September 11,1997
Richard H. Crosser and Director
(Principal Executive Officer)
/s/ Jennifer A. Holihen Chief Financial Officer, September 11,1997
Jennifer A. Holihen Secretary, Treasurer and Director
(Principal Financial Officer and
Principal Accounting Officer)
James C. Shook Director September ___, 1997
Larry S. Wechter Director September ___, 1997
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CROSSMANN COMMUNITIES, INC.
REGISTRATION STATEMENT
ON
FORM S-2
INDEX TO EXHIBITS
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Number Assigned in
Regulation S-K Exhibit Description of
Item 601 Number Exhibit
(5) 5.1 Opinion of Ice Miller Donadio & Ryan as to the legality of the Common Shares to be
registered
(23) 23.1 Consent of Ice Miller Donadio & Ryan (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP, independent public accountants
23.3 Consent of Ernst & Young LLP, independent public accounts
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September 11, 1997
Board of Directors
Crossmann Communities, Inc.
9202 North Meridian Street, Suite 300
Indianapolis, Indiana 46260
Gentlemen and Ms. Holihen:
We have acted as counsel to Crossmann Communities, Inc., an Indiana
corporation (the Company ), in connection with the filing of a Registration
Statement on Form S-2 Registration No. 333-33809 and a Registration Statement
on Form S-2 filed pursuant to Rule 462(b) (collectively, the Registration
Statement ) with the Securities and Exchange Commission (the Commission ) for
the purposes of registering under the Securities Act of 1933, as amended (the
Securities Act ), an aggregate of up to 2,788,750 Common Shares of the Company
(the "Registered Shares") which are to be offered to the public. Of the
Registered Shares, up to 1,813,750 may be issued by the Company, including the
shares covered by the over-allotment option to be granted to the underwriters
(the "Company Shares").
In connection therewith, we have investigated those questions of law we
have deemed necessary or appropriate for purposes of this opinion. We have
also examined originals, or copies certified or otherwise identified to our
satisfaction, of those documents, corporate or other records, certificates and
other papers that we deemed necessary to examine for the purpose of this
opinion, including:
1. A copy of the Company s Articles of Incorporation, together with all
amendments thereto, certified by the Secretary of State of the State of
Indiana on September 10, 1997 to be a true and correct copy thereof;
2. A copy of the Bylaws of the Company, as amended to date;
3. Resolutions relating to the offering of the Company Shares and the
filing of the Registration Statement adopted by the Company s Board of
Directors (the Resolutions ) on August 14, 1997 and September 11, 1997;
4. A specimen certificate representing the Shares; and
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5. The Registration Statement.
We have also relied, without investigation as to the accuracy thereof, on
other certificates of and oral and written communication from public officials
and officers of the Company.
For purposes of this opinion, we have assumed (i) the authenticity of all
documents submitted to us as originals and the conformity to authentic
originals of all documents submitted to us as certified or photostatic copies;
(ii) that the Company Shares will be issued pursuant to the terms of the
Registration Statement; (iii) that the Resolutions will not be amended,
altered or superseded before the issuance of the Company Shares; and (iv) that
no changes will occur in the applicable law or the pertinent facts before the
issuance of the Company Shares.
Based upon the foregoing and subject to the qualifications set forth in
this letter, we are of the opinion that the Company Shares are validly
authorized and, when (a) the pertinent provisions of the Securities Act and
all relevant state securities laws have been complied with and (b) the Company
Shares have been delivered against payment therefor as contemplated by the
Registration Statement, the Company Shares will be legally issued, 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 this Firm under the caption
Legal Matters in the Prospectus included as a part of the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the
Securities Act or under the rules and regulations relating thereto.
Very truly yours,
/s/ ICE MILLER DONADIO AND RYAN
Exhibit 23.3
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-2(expected to be filed on or about September 11, 1997) of Crossmann
Communities, Inc. for the registration of 175,000 shares of its common stock
of our report dated February 1, 1995, except for the 1995 Transaction portion
of Note 5 to the 1994 financial statements as to which the date is March 28,
1995, with respect to the consolidated financial statements of Crossmann
Communities, Inc. included in its Registration statement on Form S-2 No.
333-33809 and incorporated by reference therein as included in its Annual
Report on Form 10-K for the year ended December 31, 1996, both filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Indianapolis, Indiana
September 10, 1997
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Crossmann Communities, Inc. on Form S-2 pursuant to Rule 462(b) of our report
dated February 14, 1997 (August 7, 1997 as to Note 13), appearing in
Registration Statement No. 333-33809.
DELOITTE & TOUCHE LLP
Indianapolis, Indiana
September 10, 1997
