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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
American Homestar Corporation
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(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
AMERICAN HOMESTAR CORPORATION
2450 SOUTH SHORE BOULEVARD, SUITE 300
LEAGUE CITY, TEXAS 77573
May 27, 1998
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders of
American Homestar Corporation (the "Company") to be held at the offices of
Jackson Walker L.L.P., 901 Main Street, Suite 6000, Dallas, Texas 75202,
Thursday, June 18, 1998 at 10:30 a.m. local time. The attached Notice of Special
Meeting and Proxy Statement fully describe the formal business to be transacted
at the Meeting, which includes the proposed amendment to the Company's Restated
Articles of Incorporation to increase the number of authorized shares of the
Company's common stock, par value $.05 per share, from 20,000,000 shares to
50,000,000 shares (the "Increase").
The Company's Board of Directors believes that a favorable vote for the
Increase is in the best interests of the Company and its shareholders and
unanimously recommends a vote "FOR" the approval of the Increase. Accordingly,
we urge you to review the accompanying material carefully and to return the
enclosed Proxy promptly.
Please sign, date and return the enclosed Proxy without delay. If you
attend the Meeting, you may vote in person even if you have previously mailed a
Proxy.
Sincerely,
/s/ FINIS F. TEETER
Finis F. Teeter
Chairman of the Board
<PAGE> 3
AMERICAN HOMESTAR CORPORATION
2450 SOUTH SHORE BOULEVARD, SUITE 300
LEAGUE CITY, TEXAS 77573
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 18, 1998
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Meeting") of American Homestar Corporation, a Texas corporation (the
"Company"), will be held at the offices of Jackson Walker L.L.P., 901 Main
Street, Suite 6000, Dallas, Texas 75202 on Thursday, June 18, 1998 at 10:30 a.m.
local time. A Proxy and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of amending the Company's Restated Articles
of Incorporation to increase the number of authorized shares of Common Stock
from 20,000,000 to 50,000,000.
The close of business on May 12, 1998, has been fixed as the record date
for determining shareholders entitled to notice of and to vote at the Meeting or
any adjournments thereof. For a period of at least ten days prior to the
Meeting, a complete list of shareholders entitled to vote at the Meeting will be
open to the examination of any shareholder during ordinary business hours at the
principal executive offices of the Company at 2450 South Shore Boulevard, Suite
300, League City, Texas 77573.
Information concerning the matters to be acted upon at the Meeting is set
forth in the accompanying Proxy Statement.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING IN PERSON ARE
URGED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors
/s/ CRAIG A. REYNOLDS
Craig A. Reynolds
Secretary
Houston, Texas
May 27, 1998
<PAGE> 4
AMERICAN HOMESTAR CORPORATION
2450 SOUTH SHORE BOULEVARD, SUITE 300
LEAGUE CITY, TEXAS 77573
PROXY STATEMENT FOR
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 18, 1998
This Proxy Statement is being first mailed on or about May 27, 1998, to
shareholders of American Homestar Corporation, a Texas corporation (the
"Company"), by the Board of Directors to solicit proxies (the "Proxies") for use
at the Special Meeting of Shareholders (the "Meeting") to be held at the offices
of Jackson Walker L.L.P. on Thursday, June 18, 1998, at 10:30 a.m., local time,
or at such other time and place to which the Meeting may be adjourned.
The purpose of the Meeting is to consider and act upon the approval of an
amendment to the Company's Restated Articles of Incorporation to increase the
number of authorized shares of common stock of the Company, par value $.05 per
share (the "Common Stock"), from 20,000,000 shares to 50,000,000 shares (the
"Increase").
All shares represented by valid Proxies, unless the shareholder otherwise
specifies, will be voted FOR the approval of the Increase.
Where a shareholder has appropriately specified how a Proxy is to be voted,
it will be voted accordingly. Any shareholder executing a Proxy retains the
right to revoke it at any time prior to exercise at the Meeting. A Proxy may be
revoked by delivery of written notice to the Secretary of the Company, by
execution and delivery of a later Proxy or by voting in person at the Meeting.
There are no rights of appraisal or similar rights of dissenters with
respect to the above proposal to be acted upon at the Meeting.
RECORD DATE AND VOTING SECURITIES
The record date for determining the shareholders entitled to vote at the
Meeting was the close of business on May 12, 1998 (the "Record Date"), at which
time the Company had issued and outstanding 17,274,667 shares of Common Stock.
The shares of Common Stock constitute the only outstanding voting securities of
the Company entitled to be voted at the Meeting.
QUORUM AND VOTING
The presence at the Meeting, in person or by Proxy, of the holders of a
majority of the issued and outstanding shares of Common Stock is necessary to
constitute a quorum. Each share of Common Stock represented at the Meeting in
person or by proxy will be counted toward a quorum. In deciding all questions
and other matters, a holder of Common Stock on the Record Date will be entitled
to cast one vote for each share of Common Stock registered in such holder's
name.
Approval of the Increase requires the affirmative vote of two-thirds of the
shares of Common Stock outstanding and entitled to vote thereon. Abstentions on
such proposal may be specified and will have the same effect as a vote against
such proposal.
The election inspectors will treat shares referred to as "broker non-votes"
(i.e., shares held by brokers or nominees as to which they have no discretionary
power to vote on a particular matter and have received no instructions from the
beneficial owners or persons entitled to vote thereon), if any, as shares that
are present and entitled to vote for purposes of determining the presence of a
quorum. However, for purposes of determining the outcome of any matter requiring
discretionary voting, broker non-votes will be treated as not
<PAGE> 5
present and not entitled to vote with respect to that matter (even though those
shares are considered entitled to vote for quorum purposes and may be entitled
to vote on other matters). Brokers or nominees have discretionary power to vote
on Proposal No. 1.
PROPOSAL NO. 1
INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors has unanimously approved, subject to approval by the
shareholders of the Company, a proposal to amend the Company's Restated Articles
of Incorporation to increase the number of shares of Common Stock authorized and
available for issuance from 20,000,000 to 50,000,000.
The Board of Directors believes that this amendment would benefit the
Company by providing greater flexibility to facilitate the Company's on-going
acquisition strategy, to provide stock-related employee benefits, to effect
stock splits of the outstanding Common Stock, and to provide flexibility for
raising additional capital to fund the Company's growth strategy and other
general corporate needs. In particular, one of the cornerstones of the Company's
growth strategy is to build market share through internal expansion, entering
into new markets and making strategic acquisitions. In fiscal years 1997 and
1998, the acquisition activity in the manufactured housing industry has
escalated. In that time period, the Company has acquired eight manufacturing
facilities and over 55 retail sales centers (either as owner, lessee or
franchisor). Management estimates that the aggregate consideration paid in the
larger of such transactions exceeded $55 million, consisting of cash, the
issuance of Common Stock and promissory notes and the assumption of debt. The
Company is currently reviewing several acquisition opportunities, although there
can be no assurances that any acquisition will be consummated. The Company
currently has a sufficient number or authorized shares of Common Stock to
complete the acquisition opportunities it is reviewing and no such transaction
would require a separate shareholder vote for approval. The increase would allow
the Company to issue Common Stock in other future acquisitions.
In addition, the Increase would allow the Company to access both the public
and private capital markets. The Company is currently exploring alternative
methods of raising additional capital, including public or private offerings of
equity and debt securities, and may pursue such alternatives if market
conditions are appropriate. The Company has no plans to issue Common Stock in
any transaction that would result in a change in control of the Company. Since
the initial public offering in July 1994 the Company has undertaken to split the
Common Stock as trading prices stabilized in the mid-$20 range. The Company
implemented a 5 for 4 stock split in January 1996, a 5 for 4 stock split in
February 1997, and a 3 for 2 stock split in October 1997. Over the past 30 days,
the closing price of the Common Stock has averaged approximately $20.00. At such
time, if any, as the Common Stock stabilizes in the mid-$20 range, the Company
may elect to declare another stock split.
If the Increase is approved at the Meeting, generally, no shareholder
approval would be necessary for the issuance of all or any portion of the
additional shares of Common Stock unless required by law or any rule or
regulations to which the Company is subject.
Depending upon the consideration per share received by the Company for any
subsequent issuance of Common Stock, such issuance could have a dilutive effect
on those shareholders who paid a higher consideration per share for their stock.
Also, future issuances will increase the number of outstanding shares of Common
Stock, thereby decreasing the percentage ownership in the Company (for voting,
distributions and all other purposes) represented by existing shares of Common
Stock. The availability for issuance of the additional shares of Common Stock
and any issuance thereof, or both, may be viewed as having the effect of
discouraging an unsolicited attempt by another person or entity to acquire
control of the Company. The Company is not aware of any person or entity who is
seeking to acquire control of the Company. Holders of Common Stock do not have
any preemptive rights to acquire any additional securities issued by the
Company.
As of the Record Date, 17,274,667 shares of Common Stock were issued and
outstanding and 1,361,091 shares of Common Stock were reserved for issuance
pursuant to stock option or stock bonus plans or agreements. In addition, the
Company has unreserved 1,000,000 shares of Common Stock that were formerly
2
<PAGE> 6
reserved for issuance, but not granted, under such plans and agreements and
formerly reserved for issuance under options granted to the Co-Chief Executive
Officers of the Company, in each case, until such time as the Company has
sufficient authorized shares for the reservation thereof. If the proposed
amendment is adopted, the Company will again reserve such additional 1,000,000
shares. As a result of the above, only an additional 1,391,242 unreserved shares
of Common Stock are available for issuance under the Restated Articles of
Incorporation. If the proposed amendment is not adopted, it would be necessary
to convene a special meeting of shareholders before the Company could consummate
any transaction in which the number of shares of Common Stock that would be
issued, together with all other new issuances of Common Stock after the Record
Date, would exceed 1,391,242 shares. This could potentially add to the costs of
a proposed transaction and the added time necessary to prepare for and hold a
shareholders' meeting could serve as a disincentive for third parties otherwise
interested in making an investment in, or entering into other transactions with,
the Company. It is for these and similar reasons that companies have authorized
and unissued shares available for issuance.
VOTE REQUIRED
Adoption of the proposal to increase the number of authorized shares of
Common Stock requires the affirmative vote of the holders of two-thirds of the
outstanding shares of Common Stock on the Record Date. If approved by the
shareholders, the increase in the number of authorized shares will become
effective upon the filing with the Secretary of the State of Texas of an
amendment to the Restated Articles of Incorporation setting forth such increase.
Unless otherwise instructed, it is the intent of the persons named in the Proxy
to vote all Proxies "FOR" the adoption of this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE INCREASE IN THE NUMBER OF
AUTHORIZED SHARES OF THE COMPANY'S COMMON STOCK TO 50,000,000.
PRINCIPAL SHAREHOLDERS AND MANAGEMENT OWNERSHIP
The following table sets forth information as of May 12, 1998, regarding
the beneficial ownership of Common Stock of the Company by (i) each person as a
group known by the Company to beneficially own 5% or more of the outstanding
shares of Common Stock, (ii) each director and nominee for director of the
Company, (iii) the Company's named executive officers and (iv) the directors and
executive officers of the Company as a group. The persons named in the table
have sole voting and investment power with respect to all shares of capital
stock owned by them, unless otherwise noted.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER OR GROUP BENEFICIAL OWNERSHIP PERCENT OF CLASS
--------------------------------- -------------------- ----------------
<S> <C> <C>
Finis F. Teeter(1)(2)............................. 2,485,344 14.25%
Laurence A. Dawson, Jr.(1)(3)..................... 2,244,532 12.87%
Craig A. Reynolds(4).............................. 119,376 *
Charles N. Carney, Jr.(4)......................... 246,209 1.42%
Jackie H. Holland(5).............................. 67,573 *
Ronald McCaslin................................... 75,000 *
William O. Hunt(6)................................ 45,707 *
Jack L. McDonald(6)............................... 31,644 *
Dale V. Kesler(7)................................. 5,000 *
William C. Morris(8).............................. 1,104,237 6.39%
Directors and executive officers as a group (9
persons)........................................ 5,320,385 29.99%
</TABLE>
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* Less than 1%.
(1) The address of Finis F. Teeter is 2450 South Shore Boulevard, Suite 300,
Texas 77573. The address of Laurence A. Dawson, Jr. is 2221 East Lamar
Boulevard, Suite 790, Arlington, Texas 76006.
(2) Mr. Teeter's shares include 1,557,717 shares that are owned by Teeter
Investments, Ltd., a limited partnership in which Mr. Teeter is the managing
general partner, and 145,308 shares that are owned by
3
<PAGE> 7
the Teeter 1992 Trust, of which Mr. Teeter is trustee. Includes 166,398
shares that are purchasable pursuant to options immediately exercisable or
exercisable within 60 days.
(3) Mr. Dawson's shares include 1,392,188 shares that are owned by Dawson
Adventures, Ltd. ("DAL"), a limited partnership in which Mr. Dawson is the
managing general partner. Mr. Dawson has the sole power to dispose of all of
such shares but, pursuant to the terms of the DAL partnership agreement, Mr.
Dawson currently has the power to vote only 263,124 of such shares. In
addition, the beneficial ownership figure for Mr. Dawson includes 459,177
shares that are owned jointly with Mrs. Dawson. Mrs. Dawson is deemed to
beneficially own 263,124 shares that are owned by DAL by virtue of the fact
that she has the right to vote such shares pursuant to the partnership
agreement; however, she does not currently have the power to dispose of such
shares. Includes 166,398 shares that are purchasable pursuant to options
immediately exercisable or exercisable within 60 days.
(4) Includes 21,094 shares that are purchasable pursuant to options immediately
exercisable or exercisable within 60 days.
(5) Includes 22,501 shares that are purchasable pursuant to options immediately
exercisable or exercisable within 60 days.
(6) Includes 31,644 shares that are purchasable pursuant to options immediately
exercisable or exercisable within 60 days.
(7) All such shares are purchasable pursuant to options immediately exercisable
or exercisable within 60 days.
(8) Pursuant to Schedule 13G, William C. Morris was the beneficial owner of
1,104,237 shares at December 31, 1997, of which he has shared power to vote
or direct the vote with J. & W. Seligman & Co. Incorporated of which Mr.
Morris owns the majority of the outstanding voting securities. The address
of Mr. Morris is 100 Park Avenue, 8th Floor, New York, New York 10017.
SHAREHOLDER PROPOSALS
Shareholders may submit proposals on matters appropriate for shareholder
action at subsequent annual meetings of the Company consistent with Rule 14a-8
promulgated under the Exchange Act. For such proposals to be considered for
inclusion in the Proxy Statement and Proxy relating to the Company's 1998 Annual
Meeting of Shareholders, such proposals must have been received by the Company
not later than April 30, 1998. Such proposals should have been directed to
American Homestar Corporation, 2450 South Shore Boulevard, Suite 300, League
City, Texas 77573, Attention: Secretary.
OTHER BUSINESS
The Board of Directors knows of no matter other than those described herein
that will be presented for consideration at the Meeting. However, should any
other matters properly come before the Meeting or any adjournment thereof, it is
the intention of the persons named in the accompanying Proxy to vote on such
matters in accordance with their best judgment in the interest of the Company.
MISCELLANEOUS
All costs incurred in the solicitation of Proxies will be borne by the
Company. In addition to solicitation by mail, officers and employees of the
Company may solicit Proxies by telephone, telegraph or personally, without
additional compensation. The Company may also make arrangements with brokerage
houses and other custodians, nominees and fiduciaries for the forwarding of
solicitation materials to the beneficial owners of shares of Common Stock held
of record by such persons, and the Company may reimburse such brokerage houses
and other custodians, nominees and fiduciaries for their out-of-pocket expenses
incurred in connection therewith.
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<PAGE> 8
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL
STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES, BUT NOT INCLUDING EXHIBITS,
WILL BE FURNISHED AT NO CHARGE TO EACH PERSON TO WHOM A PROXY STATEMENT IS
DELIVERED UPON THE WRITTEN REQUEST OF SUCH PERSON ADDRESSED TO AMERICAN HOMESTAR
CORPORATION, ATTN: CRAIG A. REYNOLDS, SECRETARY, 2450 SOUTH SHORE BOULEVARD,
SUITE 300, LEAGUE CITY, TEXAS 77573.
By Order of the Board of Directors
/s/ CRAIG A REYNOLDS
Craig A. Reynolds
Secretary
Houston, Texas
May 27, 1998
5
<PAGE> 9
AMERICAN HOMESTAR CORPORATION
PROXY - SPECIAL MEETING OF SHAREHOLDERS
P The undersigned hereby appoints Laurence A. Dawson, Jr. and
Craig A. Reynolds, each with power to act without the other and with
R full power of substitution, as Proxies to represent and to vote, as
designated on the reverse side, all stock of American Homestar
O Corporation owned by the undersigned at the Special Meeting of
Shareholders or any adjournments thereof to be held at the offices of
X Jackson Walker L.L.P., 901 Main Street, Suite 6000, Dallas, Texas
75202, on Thursday, June 18, 1998, at 10:30 a.m., local time, upon
Y the matters set forth on the reverse side.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO SPECIFIC DIRECTION
IS GIVEN, THIS PROXY WILL BE VOTED FOR the amendment to the Company's
Restated Articles of Incorporation to increase the number of authorized
shares of the Company's Common Stock from 20,000,000 shares to
50,000,000 shares.
(Continued on reverse side)
FOLD AND DETACH HERE
<PAGE> 10
(CONTINUED FROM OTHER SIDE) PLEASE MARK [X]
YOUR VOTE AS
INDICATED IN
THIS EXAMPLE
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<S> <C> <C>
Approval of the Amendment to the
Company's Restated Articles of
Incorporation to increase the
authorized shares of Common Stock
from 20,000,000 to 50,000,000.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Dated: ______________________________, 1998
______________________________________________
Signature
______________________________________________
(Signature if held jointly)
Please date, sign exactly as shown hereon and
mail promptly this proxy in the enclosed
envelope. When there is more than one owner,
each should sign. When signing as an attorney,
administrator, executor, guardian or trustee,
please add your title as such. If executed by
a corporation, this proxy should be signed
by a duly authorized officer. If executed by
a partnership, please sign in the partnership
name by an authorized person.
This proxy may be revoked prior to the
exercise of the powers conferred by the proxy.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS.
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--FOLD AND DETACH HERE--
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