<PAGE> 1
As filed with the Securities and Exchange Commission on August 28, 1997.
Registration No. 333-_________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
---------------
AMERICAN HOMESTAR CORPORATION
(Exact name of registrant as specified in its charter)
Texas 76-0070846
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
2450 South Shore Boulevard, Suite 300
League City, Texas 77573
(Address of principal executive offices)
---------------
COPY TO:
CRAIG A. REYNOLDS RICHARD F. DAHLSON
2450 South Shore Boulevard, Suite 300 Jackson Walker LLP
League City, Texas 77573 901 Main Street, Suite 6000
Name and address of agent for Dallas, Texas 75202
service of agent for service
(281)334-9700
(Telephone number, including area code,
of agent for service)
- -------------------------------------------------------------------------------
APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES 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, 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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Proposed
Title of Amount Maximum Maximum Amount of
Securities to be Offering Price Offering Registration Fee
to be Registered Registered Per Share (1) Price (1) (1)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.05 par value.......... 474,099 shares $22.938 $10,874,883 $3,295
=========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c), the offering price and registration fee are based
on a price of $22.938 per share, which price is an average of the high and
low prices of the Common Stock on the National Association of Securities
Dealers Automated Quotation National Market System on August 25, 1997.
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 Section 8(a), may
determine.
<PAGE> 2
PROSPECTUS
AMERICAN HOMESTAR CORPORATION
474,099 SHARES
OF
COMMON STOCK
This Prospectus relates to the offer and sale of up to 474,099 shares
(the "Shares") of common stock, par value $0.05 per share (the "Common Stock")
of American Homestar Corporation (the "Company") by certain shareholders of
the Company (the "Selling Shareholders") issued pursuant to the provisions of
the Securities Purchase Agreement dated March 6, 1997, as amended, by and among
the Company and Brilliant Holding Corporation and the Security holders of
Brilliant Holding Corporation (the "Acquisition Agreement").
The Common Stock may be sold from time to time by the Selling Shareholders
or permitted transferees. Such sales may be made through one or more brokers or
dealers on Nasdaq National Market ("Nasdaq"), or any other over-the-counter
market or exchange on which the Common Stock is quoted or listed for trading,
or in negotiated transactions, in each case at prices and at terms then
prevailing or at prices related to the then current market price or at
negotiated prices and terms. See "Plan of Distribution." Upon any sale of the
Common Stock offered hereby, the Selling Shareholders or permitted transferees
and participating agents, brokers, dealers and marketmakers may be deemed to be
underwriters as that term is defined in the Securities Act of 1933, as amended
(the "Securities Act"), and commissions or discounts or any profit realized on
the resale of such securities purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act. The Company,
however, understands that the Selling Shareholders do not admit that they are
underwriters within the meaning of the Securities Act.
The Common Stock is quoted through Nasdaq under the symbol "HSTR." On
August 25, 1997 the last reported sale price of the Common Stock, as reported
on Nasdaq, was $22.625. The Company will not receive any of the proceeds from
sales of the Shares offered hereby by the Selling Shareholders.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is August , 1997.
---
- 2 -
<PAGE> 3
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, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company with the Commission can
be inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and at the regional offices of the Commission at Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and at 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 450 Fifth Street, N.W., Washington, D.C., 20549, at prescribed rates. The
Commission maintains a Web site at http://www.sec.gov that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission. The common stock of the Company,
par value $.05 per share (the "Common Stock") is quoted on Nasdaq. Reports,
proxy statements and other information concerning the Company can also be
inspected at the offices of Nasdaq at 1735 K Street, N.W., 3rd Floor,
Washington, D.C.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") of which this prospectus forms a part. As permitted by the rules and
regulations of the Commission, this Prospectus does not contain all of the
information set forth or incorporated by reference in the Registration
Statement. Copies of the Registration Statement are available from the Public
Reference Section of the Commission at prescribed rates.
The Company's principal executive offices are located at 2450 South Shore
Boulevard, Suite 300, League City, Texas, 77573, and the Company's telephone
number is (281) 334-9700.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Commission by the
Company, are incorporated herein by reference and made a part hereof:
(i) The Company's latest annual report on Form 10-K for the year ended
May 31, 1997 (the "Annual Report");
(ii) All other reports filed with the Commission pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended, since
the end of the fiscal year covered by the Annual Report; and
- 3 -
<PAGE> 4
(iii) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (No. 0-24210) filed May
5, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock to be made
hereunder shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person,
a copy of any and all of the documents incorporated herein by reference (other
than exhibits to such documents unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates). Written or telephone requests for such documents should be
directed to American Homestar Corporation, 2450 South Shore Boulevard, Suite
300, League City, Texas 77573, Attention: Craig A. Reynolds, Executive Vice
President (telephone: (281) 334-9700).
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common
Stock offered hereby.
- 4 -
<PAGE> 5
SELLING SHAREHOLDERS
<TABLE>
<CAPTION>
Common Ownership
Ownership Stock of Percentage
of Common Offered For Common of
Stock Prior Selling Stock Common
Name and Office to Shareholders' After Stock After
of Beneficial Owner Offering Account Offering Offering
------------------- ----------- ----------- -------- --------
<S> <C> <C> <C> <C>
Alfred K. Berg 16,464 16,464 0 *
Gerald Bull 16,542 16,542 0 *
William A. Burnham 2,744 2,744 0 *
& Kaye B. Burnham
Dalewood Associates, L.P. 38,415 38,415 0 *
Leon Dodd 20,609 20,609 0 *
Ronald J. Green 2,195 2,195 0 *
Ronald J. Green, Smith Barney, Inc., IRA 5,487 5,487 0 *
Custodian
Growth Holdings, L.L.C. 102,900 102,900 0 *
Carl W. Hopper 27,440 27,440 0 *
Stephen L. Hornstein 3,293 3,293 0 *
Ray Hyman 1,372 1,372 0 *
James W. Krause 10,977 10,977 0 *
Matthew H. Patton 2,744 2,744 0 *
Robert Pergament 5,487 5,487 0 *
Stephen F. Phillips 13,719 13,719 0 *
Robert-Claude Rege-Turo 2,744 2,744 0 *
Lawrence Roth 5,488 5,488 0 *
James A. Stewart 13,719 13,719 0 *
David A. Stockton 2,744 2,744 0 *
G. Kimbrough Taylor, Jr. 2,744 2,744 0 *
David Thalheim 10,977 10,977 0 *
Richard L. Thompson 6,174 6,174 0 *
</TABLE>
- 5 -
<PAGE> 6
<TABLE>
<S> <C> <C> <C> <C>
Francis M. Traynor, Jr. 5,488 5,488 0 *
Daniel N. Warren 3,137 3,137 0 *
Daniel N. Warren, Smith Barney, Inc., Rollover 5,095 5,095 0 *
Custodian, c/o The Robinson Humphrey Co.
Edward G. Weiner 45,930 45,930 0 *
Edward G. Weiner, Smith Barney, Inc., IRA 11,726 11,726 0 *
Custodian
Howard J. Weiner 19,757 19,757 0 *
Richard Zeisler 5,488 5,488 0 *
Heller Financial, Inc. 62,500 62,500 0 *
------- ------- ------- -------
TOTAL 474,099 474,099 0 *
======= ======= ======= =======
</TABLE>
* Less than 1%.
Pursuant to the terms of the Acquisition Agreement, the Company acquired
all of the outstanding securities of Brilliant Holding Corporation. Each of the
Selling Shareholders received the shares listed as being offered in the table
above (i) under the terms of the Acquisition Agreement as partial consideration
for the securities of Brilliant Holding Corporation or (ii) as a distributee of
a former capital security holder of Brilliant Holding Corporation, which
security holder received such shares in the manner described in (i) above.
Under the Acquisition Agreement, the Company agreed to register the resale of
the Shares under the Securities Act. The Company will not receive any of the
proceeds from the sale of the Shares by the Selling Shareholders.
PLAN OF DISTRIBUTION
The Common Stock offered hereby may be sold from time to time by the
Selling Shareholders or permitted transferees. The Common Stock may be disposed
of from time to time in one or more transactions through any one or more of the
following: (i) to purchasers directly, (ii) in ordinary brokerage transactions
and transactions in which the broker solicits purchasers, (iii) through
underwriters or dealers who may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Shareholders or permitted
transferees and/or from the purchasers of the Common Stock for whom they may
act, (iv) the writing of options on the Common Stock, (v) the pledge of the
Common Stock as security for any loan or obligation, including pledges to
brokers or dealers who may, from time to time, themselves effect distributions
of the Common Stock or interests therein, (vi) purchases by a broker or dealer
as principal and resale by such broker or dealer for its own account pursuant to
this Prospectus, (vii) a block trade in which the broker or dealer so engaged
will attempt to sell the Common Stock as agent and resell a portion of the block
as principal to facilitate the transaction, (viii) an exchange distribution in
accordance with the rules of such exchange or transactions in the over the
counter market, (xix) pursuant to the resale provisions of Rule 144 under the
Securities Act, or (xx) in transactions otherwise permitted under the Securities
Act. Such sales may be made at prices and at terms then prevailing or at prices
related to the then current market price or at negotiated prices and terms. In
effecting sales, brokers or dealers may arrange for other brokers or dealers to
participate. The Selling Shareholders or permitted transferees and any
underwriters, brokers, dealers or agents that participate in the distribution of
the Common Stock may be deemed to be "underwriters" within the meaning of the
Securities Act and any profit on the sale of the Common Stock by them and any
discounts, commissions or concessions received by any such underwriters,
brokers, dealers or agents may be deemed to be underwriting commissions or
discounts under the Securities Act.
- 6 -
<PAGE> 7
The Company will pay all of the expenses incident to the offering and sale
of the Common Stock to the public other than underwriting discounts or
commissions, brokers' fees and the fees and expenses of any counsel to the
Selling Shareholders related thereto.
LEGAL MATTERS
Certain legal matters in connection with the validity of the Common Stock
offered hereby have been passed upon by Jackson Walker LLP, Dallas, Texas.
EXPERTS
The consolidated financial statements and related financial statement
schedule of the Company appearing in the Company's Annual Report on Form 10-K
for the year ended May 31, 1997, have been audited by KPMG Peat Marwick LLP,
independent certified public accountants, as set forth in their report thereon,
included therein and incorporated herein by reference. Such consolidated
financial statements are, and audited financial statements to be included in
subsequently filed documents will be, incorporated herein in reliance upon the
reports of KPMG Peat Marwick LLP pertaining to such financial statements (to
the extent covered by consents filed with the Commission) given upon the
authority of such firm as experts in accounting and auditing.
- 7 -
<PAGE> 8
No dealer, salesman or other person has been authorized to give any information
or to make any representation not contained in this Prospectus in connection
with the offering made hereby. If given or made, such information or
representation must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create any implication that the information
contained 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 securities in any jurisdiction to any person to whom it would be
unlawful to make such an offer or solicitation in such jurisdiction.
<TABLE>
<CAPTION>
-----------------
TABLE OF CONTENTS
PAGE
<S> <C>
Available Information................................. 3
Incorporation of Certain Documents
by Reference....................................... 3
Use of Proceeds........................................4
Selling Shareholders...................................5
Plan of Distribution.................................. 6
Legal Matters......................................... 7
Experts............................................... 7
</TABLE>
474,099
SHARES
AMERICAN HOMESTAR
CORPORATION
COMMON STOCK
---------------
PROSPECTUS
---------------
August __, 1997
<PAGE> 9
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be incurred in connection with the issuance and
distribution of the Common Stock covered by this Registration Statement are as
follows:
<TABLE>
<S> <C>
Registration Fee................................................ $3,295.00
Printer Expenses................................................ 1,500.00
Accounting Fees and Expenses.................................... 3,000.00
Legal Fees and Expenses......................................... 5,000.00
Miscellaneous................................................... 100.00
Total........................................................... $12,895.00
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Articles of Incorporation (the "Charter") provide
that, to the fullest extent permitted by Texas law, directors and former
directors of the Company will not be liable to the Company or its shareholders
for monetary damages for breach of fiduciary duty as director. Texas law does
not currently authorize the elimination or limitation of the liability of a
director to the extent the director is found liable for (i) any breach of the
director's duty of loyalty to the Company or its shareholders, (ii) acts or
omissions not in good faith that constitute a breach of duty of the director of
the Company or which involve intentional misconduct or a knowing violation of
law, (iii) transactions from which the director received an improper benefit,
whether or not the benefit resulted from an action taken within the scope of
the director's office or (iv) acts or omissions for which the liability of a
director is expressly provided by law.
The Charter and the Amended and Restated Bylaws of the Company grant
mandatory indemnification to directors and officers of the Company to the
fullest extent authorized under the Texas Business Corporation Act. In general,
a Texas corporation may indemnify a director or officer who was, is or is
threatened to be made a named defendant or respondent in a proceeding by virtue
of his position in the corporation if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, in the case of criminal proceedings, had no reasonable cause
to believe his conduct was unlawful. A Texas corporation may indemnify a
director or officer in an action brought by or in the right of the corporation
only if such director or officer was not found liable to the corporation,
unless or only to the extent that a court finds him to be fairly and reasonably
entitled to indemnify for such expenses as the court deems proper.
II-1
<PAGE> 10
The Company has entered into Indemnity Agreements with Messrs. Teeter,
Dawson, Reynolds, Carney, Holland, Fallon, Hunt and McDonald. Pursuant to such
agreements, the Company will, to the extent permitted by applicable law,
indemnify such persons against all expenses, judgments, fines and penalties
incurred in connection with the defense or settlement of any actions brought
against them by reason of the fact that they were directors or officers of the
Company or assumed certain responsibilities at the direction of the Company.
ITEM 16. EXHIBITS.
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-3, including those incorporated herein by
reference.
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
----------- ----------------------
<S> <C>
2.1 Securities Purchase Agreement by and among Brilliant Holding
Corporation, the Securityholders of Brilliant Holding
Corporation and the Company.(4)
2.2 First Amendment to Securities Purchase Agreement by and among
Brilliant Holding Corporation, the Securityholders of
Brilliant Holding Corporation and the Company. (4)
4.1 Restated Articles of Incorporation of the Company. (4)
4.2 Amended and Restated Bylaws of the Company. (4)
4.3 Form of certificate evidencing ownership of Common Stock of
the Company. (4)
4.4 Shareholders Agreement, dated as of August 31, 1993, by and
among the Company and certain shareholders of the Company. (4)
4.5 Form of Amendment to Shareholders Agreement. (4)
5.1 Opinion of Jackson Walker, LLP.(1)
23.1 Consent of Jackson Walker, LLP.(2)
23.2 Consent of KPMG Peat Marwick LLP.(1)
24.1 Power of Attorney.(3)
</TABLE>
- -----------
(1) Filed herewith.
(2) Included in the opinion of Jackson Walker, LLP, filed herewith.
(3) Appearing on the signature pages to this Registration Statement.
(4) Previously filed as an exhibit to Form 8-K/A dated June 5, 1997.
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-2
<PAGE> 11
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range
may be reflected in the form of a prospectus filed with the
Commission pursuant to Rule 424(b) (ss. 230.424(b)) if, in
the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in the effective 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 paragraphs (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 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, each filing of the
registrant's annual report pursuant to Section 13(a) or 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.
II-3
<PAGE> 12
(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 foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission 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-4
<PAGE> 13
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 Arlington, State of Texas, on the 27th day of
August, 1997.
AMERICAN HOMESTAR CORPORATION
By: /s/ LAURENCE A. DAWSON
-----------------------------------
Laurence A. Dawson, President
Principal Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each of
Laurence A. Dawson and Finis F. Teeter as his true and lawful attorney-in-fact
and agent, each acting alone, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, each acting alone,
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 do in person, hereby ratifying and confirming
all that such attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
II-5
<PAGE> 14
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ FINIS F. TEETER Chairman of the Board and August 27, 1997
- ------------------------------- Co-Chief Executive Officer
Finis F. Teeter (Principal Executive Officer)
/s/ LAURENCE A. DAWSON, JR. President, Co-Chief Executive August 27, 1997
- ------------------------------- Officer and Director
Laurence A. Dawson, Jr. (Principal Executive Officer)
Executive Vice President, Chief August 27, 1997
/s/ CRAIG A. REYNOLDS Financial Officer,
- ------------------------------- Secretary and Director
Craig A. Reynolds (Principal Financial and Accounting Officer)
/s/ JACKIE H. HOLLAND
- ------------------------------- Vice President, Treasurer and August 27, 1997
Jackie H. Holland Director
/s/ CHARLES N. CARNEY
- ------------------------------- Vice President and Director August 27, 1997
Charles N. Carney
/s/ JAMES J. FALLON
- ------------------------------- Vice President and Director August 27, 1997
James J. Fallon
/s/ WILLIAM O. HUNT
- -------------------------------
William O. Hunt Director August 27, 1997
- -------------------------------
Jack L. McDonald Director August 27, 1997
</TABLE>
II-6
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------ ----------------------
<S> <C>
2.1 Securities Purchase Agreement by and among Brilliant Holding
Corporation, the Securityholders of Brilliant Holding
Corporation and the Company.(4)
2.2 First Amendment to Securities Purchase Agreement by and among
Brilliant Holding Corporation, the Securityholders of
Brilliant Holding Corporation and the Company.(4)
4.1 Restated Articles of Incorporation of the Company.(4)
4.2 Amended and Restated Bylaws of the Company.(4)
4.3 Form of certificate evidencing ownership of Common Stock of
the Company.(4)
4.4 Shareholders Agreement, dated as of August 31, 1993, by and
among the Company and certain shareholders of the Company.(4)
4.5 Form of Amendment to Shareholders Agreement.(4)
5.1 Opinion of Jackson Walker, LLP.(1)
23.1 Consent of Jackson Walker, LLP.(2)
23.2 Consent of KPMG Peat Marwick LLP.(1)
24.1 Power of Attorney.(3)
</TABLE>
- ------------------
(1) Filed herewith.
(2) Included in the opinion of Jackson Walker, LLP, filed herewith.
(3) Appearing on the signature pages to this Registration Statement.
(4) Previously filed as an exhibit to Form 8-K/A dated June 5, 1997.
II-7
<PAGE> 1
EXHIBIT 5.1
August 27, 1997
American Homestar Corporation
Marina Plaza Building
2450 South Shore Boulevard, Suite 300
League City, Texas 77573
Re: Registration Statement on Form S-3 of American Homestar Corporation
Gentlemen:
We are acting as counsel for American Homestar Corporation, a Texas
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of the offering and sale of up
to 474,099 shares of the Company's Common Stock, par value $0.05 per share (the
"Shares") by certain Selling Shareholders. The Selling Shareholders acquired
the Shares pursuant to that certain Securities Purchase Agreement, as amended,
by and among Brilliant Holding Corporation, the Securityholders of Brilliant
Holding Corporation and the Company (the "Agreement"). A Registration Statement
on Form S-3 covering the offering and sale of the Shares (the "Registration
Statement") is expected to be filed with the Securities and Exchange Commission
on or about the date hereof.
In reaching the conclusions expressed in this opinion, we have examined
and relied upon the originals or certified copies of all documents,
certificates and instruments as we have deemed necessary to the opinions
expressed herein, including the Articles of Incorporation, as amended, and the
Bylaws of the Company and a copy of the Agreement. In making the foregoing
examinations, we have assumed the genuineness of all signatures on original
documents, the authenticity of all documents submitted to us as originals and
the conformity to original documents of all copies submitted to us.
Based solely upon the foregoing, subject to the comments hereinafter
stated, and limited in all respects to the laws of the State of Texas and the
federal laws of the United States of America, it is our opinion that the
Shares issued pursuant to the terms of the Agreement have been validly issued,
fully paid and nonassessable.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Jackson Walker, LLP
<PAGE> 1
EXHIBIT 23.2
The Board of Directors
American Homestar Corporation:
We consent to the incorporation by reference in the registration statement
(No. 333-) on Form S-3 of American Homestar Corporation of our report dated
June 26, 1997, relating to the consolidated balance sheets of American Homestar
Corporation and Subsidiaries as of May 31, 1997 and 1996, and the related
consolidated statements of operations, shareholders' equity and cash flows for
each of the years in the three-year period ended May 31, 1997, and the related
schedule, which report appears in the May 31, 1997 annual report on Form 10-K
of American Homestar Corporation.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Houston, Texas
August 27, 1997
