<PAGE> 1
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-12
</TABLE>
American Homestar Corporation
--------------------------------------------------------------------------------
(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:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(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):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
[ ] 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:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(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
October 11, 2000
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders (the
"Meeting") of American Homestar Corporation (the "Company") to be held at the
Company's office, 2221 East Lamar Boulevard, Suite 790, Arlington, Texas, 76006,
on Friday, November 17, 2000, at 10:00 a.m. local time. In the interest of
saving time and minimizing expense, we are following the lead of many other
public companies by moving the location of the meeting and simplifying the
meeting content. We are eliminating management presentations and will conduct
only the formal business required at this meeting. The attached Notice of Annual
Meeting of Shareholders and Proxy Statement fully describe the formal business
to be transacted at the Meeting, which includes the election of two directors of
the Company. We have also enclosed a copy of the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 2000.
The Company's Board of Directors believes that a favorable vote for each
person nominated to serve as a director of the Company is in the best interests
of the Company and its shareholders and unanimously recommends a vote "FOR" each
nominee. 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.
As always, we appreciate your continued interest in the Company.
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 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 17, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Meeting") of American Homestar Corporation, a Texas corporation (the
"Company"), will be held at the Company's office, 2221 East Lamar Boulevard,
Suite 790, Arlington, Texas, 76006, on Friday, November 17, 2000, 10:00 a.m.
local time. No formal presentation is planned. A Proxy and a Proxy Statement for
the Meeting are enclosed.
The Meeting is for the following purposes:
(1) To elect two members of the Board of Directors for terms expiring
in 2003.
(2) To transact any other business that may properly come before the
Meeting or any adjournments thereof.
The close of business on September 29, 2000 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
October 18, 2000
<PAGE> 4
AMERICAN HOMESTAR CORPORATION
2450 SOUTH SHORE BOULEVARD, SUITE 300
LEAGUE CITY, TEXAS 77573
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 17, 2000
This Proxy Statement is being first mailed on or about October 18, 2000, 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 Annual Meeting of Shareholders (the "Meeting") to be held at the
Company's office, 2221 East Lamar Boulevard, Suite 790, Arlington, Texas, 76006,
on Friday, November 17, 2000, at 10:00 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: (i) the election of
two directors for terms expiring in 2003; and (ii) such other matters as may
properly come before the Meeting or any adjournments thereof.
All shares represented by valid Proxies, unless the shareholder otherwise
specifies, will be voted: (i) FOR the election of the two persons named under
"Election of Directors" as nominees for election as directors of the Company for
terms expiring in 2003; and (ii) at the discretion of the Proxy holders with
regard to any other matter that may properly come before the Meeting or any
adjournment thereof.
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.
RECORD DATE AND VOTING SECURITIES
The record date for determining the shareholders entitled to vote at the
Meeting was the close of business on September 29, 2000 (the "Record Date"), at
which time the Company had issued and outstanding approximately 18,423,707
shares of common stock, par value $.05 per share (the "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 Proposal No. 1 to elect the two nominees to serve as members of
the Board of Directors for terms expiring at the Company's Annual Meeting of
Shareholders in 2003 requires the affirmative vote of a plurality of the shares
of Common Stock present or represented at the Meeting and entitled to vote
thereon. Votes may be cast in favor or withheld with respect to such proposal.
Votes that are withheld will be counted toward a quorum, but will be excluded
entirely from the tabulation for such proposal and, therefore, will not affect
the outcome of the vote on 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
<PAGE> 5
determining the outcome of any matter in which brokers or nominees have no
discretionary power to vote, broker non-votes will be treated as not 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.
PRINCIPAL SHAREHOLDERS AND MANAGEMENT OWNERSHIP
The following table sets forth information as of September 29, 2000,
regarding the beneficial ownership of Common Stock 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 (as herein defined) and (iv) the
directors and named 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 Common 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)............................... 2,975,406 16.15%
Craig A. Reynolds(3)................................ 152,066 *
Charles N. Carney, Jr.(4)........................... 333,441 1.81%
Ronald McCaslin(5).................................. 145,483 *
William O. Hunt(6).................................. 79,981 *
Jack L. McDonald(6)................................. 42,503 *
Dale V. Kesler(7)................................... 14,600 *
Millard E. Barron(8)................................ 10,000 *
Laurence A. Dawson, Jr.(9).......................... 2,412,261 13.09%
Directors and executive officers as a group (8
persons).......................................... 3,745,780 20.33%
</TABLE>
---------------
* Less than 1%.
(1) The address of Finis F. Teeter is 2450 South Shore Boulevard, Suite 300,
League City, Texas 77573.
(2) Includes 1,557,717 shares that are owned by Teeter Investments, Ltd., a
limited partnership in which Mr. Teeter is the managing general partner, and
208,608 shares that are owned by the Teeter 1992 Trust, of which Mr. Teeter
is trustee and 100,000 shares owned by Finis F. Teeter IRA Rollover.
Includes 204,160 shares that are purchasable pursuant to options immediately
exercisable or exercisable within 60 days.
(3) Includes 1,407 shares owned by one of his daughters and 1,875 shares owned
by his other daughter. Includes 68,784 shares that are purchasable pursuant
to options immediately exercisable or exercisable within 60 days.
(4) Includes 5,650 shares held by a minor child. Includes 133,326 shares that
are purchasable pursuant to options immediately exercisable or exercisable
within 60 days.
(5) Includes 61,733 shares that are purchasable pursuant to options immediately
exercisable or exercisable within 60 days.
(6) Includes 42,503 shares that are purchasable pursuant to options immediately
exercisable or exercisable within 60 days.
(7) Includes 600 shares that are owned jointly with Mrs. Kesler. Includes 10,000
shares that are purchasable pursuant to options immediately exercisable or
exercisable within 60 days.
(8) Includes 5,000 shares that are purchasable pursuant to options immediately
exercisable or exercisable within 60 days.
(9) Pursuant to Schedule 13G, Laurence A. Dawson, Jr. was the beneficial owner
of 2,412,261 shares at June 30, 2000. Mr. Dawson's shares include 1,412,188
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
2
<PAGE> 6
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
560,677 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. Mr. Dawson's shares also include 11,700 shares that
are owned by Laurence A. Dawson, Jr. IRA Rollover, as well as 5,100 shares
owned by Sandra K. Dawson IRA Rollover. Includes 176,036 shares that are
purchasable pursuant to options immediately exercisable or exercisable
within 60 days. The address of Mr. Dawson is P.O. Box 6656, Snowmass
Village, Colorado 81615.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Company has amended its Bylaws to provide that the Board of Directors
be divided into three classes. There are two classes that consist of three
directors each and the other class consists of two directors. The elections of
the three classes is be staggered such that each class is up for election every
third year. Each director will serve for his stated term of office or until his
successor has been elected and qualified.
All of the nominees are currently directors and were elected to the Board
of Directors by the shareholders.
It is intended that the names of the persons indicated in the following
table will be placed in nomination and that the persons named in the Proxy will
vote for their election. Each of the nominees has indicated his willingness to
serve as a member of the Board of Directors, if elected; however, if any nominee
becomes unavailable for election to the Board of Directors for any reason not
presently known or contemplated, the persons named in the Proxy will have
discretionary authority to vote the Proxy for a substitute. Proxies can not be
voted for more than two nominees.
The nominees are as follows:
<TABLE>
<CAPTION>
YEAR TERM
NAME AGE POSITION ENDS
---- --- -------- ---------
<S> <C> <C> <C>
Charles N. Carney, Jr. ..................... 45 Executive Vice President 2003
and Director
Ronald E. McCaslin.......................... 53 Executive Vice President 2003
and Director
The other members of the Board of Directors
are:
Finis F. Teeter............................. 56 Chairman of the Board 2002
Dale V. Kesler.............................. 56 Interim President, 2002
Chief Executive
Officer and Director
William O. Hunt(1)(2)....................... 66 Director 2002
Jack L. McDonald(1)(2)...................... 67 Director 2001
Millard E. Barron(2)........................ 50 Director 2001
</TABLE>
---------------
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
Charles N. Carney, Jr. has served as Executive Vice President of the
Company since June 1993 and as President and Chief Operating Officer of the
Company's Retail Division, since 1987. He has served as a Director of the
Company since August 1993. Mr. Carney has served in various sales, sales
management and senior sales management capacities with the Company since joining
its predecessor in 1977. Mr. Carney holds a Bachelor of Business Administration
degree from Eastern Kentucky University.
Ronald E. McCaslin has served as Executive Vice President of the Company
and as President and Chief Operating Officer of the Company's Manufacturing
Division, since September 1997. He has served as a
3
<PAGE> 7
Director of the Company since January 1998. From 1995 to 1997, Mr. McCaslin
served as Regional Vice President of Fleetwood Homes, Inc., Central Division in
Texas. Prior to that he held several sales, sales management and general manager
positions within the manufactured housing industry since 1971. Mr. McCaslin is a
director and the Chairman of the Texas Manufactured Housing Association and has
previously served as a director of five other state manufacturing associations.
Finis F. Teeter is a founder of the Company and has served as Chairman of
the Board since 1971. From August 1993 until January 2000, Mr. Teeter served as
Co-Chief Executive Officer. From 1971 to August 1993, Mr. Teeter served as Chief
Executive Officer. Prior to forming the Company, Mr. Teeter served in various
sales and sales management capacities with Teeter Mobile Homes from 1962 to 1969
and with Mobile Home Industries from 1969 to late 1970.
Dale V. Kesler has served as Interim President and Chief Executive Officer
since August 2000, and as Director of the Company since April 1998. He was
managing partner of Andersen Worldwide's Dallas/Fort Worth Office from 1983
until his retirement in 1995. Mr. Kesler is also a Director of Elcor
Corporation, Cellstar Corporation, Triad Hospital Inc., New Millennium Homes and
Resource Services, Inc.
William O. Hunt has served as a Director of the Company since July 1994.
Mr. Hunt is currently Chairman of the Board of Intellicall, Inc., a diversified
telecommunications company providing products and services to pay telephone
networks on a worldwide basis. Mr. Hunt is also currently Chairman of the Board
of Internet America, Inc. an Internet service provider. From 1992 to 1998, Mr.
Hunt served as Chief Executive Officer of Intellicall, Inc. From 1990 to 1996,
Mr. Hunt served as Chairman or Vice Chairman of the Board and director of Hogan
Systems, Inc., a designer of integrated online application software products for
financial institutions. He is also a director of Dr Pepper Bottling Holdings,
Inc., Optel, Inc. and Mobility Electronics, Inc.
Jack L. McDonald has served as a Director of the Company since September
1994. Since September 1997, Mr. McDonald has served as Chief Executive Officer
of New Millennium Homes, Inc., a land development home building company. From
1986 to 1997, Mr. McDonald was self-employed as a business consultant. From 1978
to 1986, Mr. McDonald served as President and Chief Operating Officer of Centex
Corporation, a corporation involved in the home-building, cement, oil and gas
and general construction industries.
Millard E. Barron has served as a Director of the Company since July 1999.
He is currently President, CEO and a Director of Payless Cashways, Inc., a
retail hardware chain, a position he has held since June 1998. From 1996 to
1998, Mr. Barron served as Executive Vice President of Hudson's Bay Company and
President of Zellers, Inc., one of its subsidiaries, both of which are retail
consumer goods chains. In addition, Mr. Barron has held various senior
management positions with Wal-Mart Stores, Inc. from 1992 to 1996 and with Hills
Department Stores, Inc. from 1971 to 1992. Mr. Barron holds a Bachelor of
Science in Business Administration degree from Morris Harvey College.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
OF EACH NOMINEE FOR ELECTION AS DIRECTORS OF THE COMPANY.
BOARD OF DIRECTORS AND COMMITTEES
The business of the Company is managed under the direction of the Board of
Directors. The Board of Directors meets on a regularly scheduled basis to review
significant developments affecting the Company and to act on matters requiring
approval of the Board of Directors. It also holds special meetings when an
important matter requires action by the Board of Directors between scheduled
meetings. The Board of Directors met five times during fiscal 2000. During
fiscal 2000, each member of the Board of Directors participated in at least 75%
of all Board of Directors and applicable committee meetings held during the
period for which he was a director.
The Board of Directors has established executive, audit and compensation
committees to devote attention to specific subjects and to assist it in the
discharge of its responsibilities. The functions of those committees, their
current members and the number of meetings held during fiscal 2000 are described
below.
4
<PAGE> 8
Executive Committee. The Executive Committee is empowered to act in lieu of
the Board of Directors on any matter except where action of the Board of
Directors as a whole is expressly required by law or by the Articles of
Incorporation or Bylaws of the Company. Messrs. Teeter and Dawson were members
of the Executive Committee and Mr. Kesler was Chairman of the Executive
Committee during fiscal 2000. The Executive Committee met formally nine times
during fiscal 2000 and informally on several occasions. In August 2000, Mr.
Dawson resigned as Chief Executive Officer, President and a Director of the
Company. At that time he also resigned from the Executive Committee. The
Executive Committee was disbanded in September 2000.
Audit Committee. The Audit Committee recommends to the Board of Directors
the appointment of the firm selected to be independent public accountants for
the Company and reviews their reports on the financial statements of the
Company; reviews the adequacy of the system of internal accounting controls and
of compliance with material policies and laws; and provides an open channel of
communication to the Board of Directors for the independent public accountants
and internal auditors. Messrs. McDonald, Hunt and Kesler were members of the
Audit Committee during fiscal 2000. The Audit Committee met seven times during
fiscal 2000. When Mr. Kesler became interim Chief Executive Officer on August
18, 2000 he resigned from the Audit Committee and was replaced by Mr. Barron.
Compensation Committee. The Compensation Committee approves the
compensation of executive officers of the Company, establishes and monitors the
compensation policies of the Company, administers the Company's 1994 Amended and
Restated Stock Compensation Plan (the "Stock Compensation Plan") and administers
the Market Capitalization Enhancement Stock Option Plan (the "Market Enhancement
Plan"). The Compensation Committee has the power to determine under the Stock
Compensation Plan and the Market Enhancement Plan from time to time the
individuals to whom options will be granted, the number of shares to be covered
by each option and the times at which options will be granted. Mr. McDonald and
Mr. Hunt currently are members of the Compensation Committee. The Compensation
Committee met 5 times during fiscal 2000.
The Company does not have a nominating committee. The functions customarily
attributable to a nominating committee are performed by the Board of Directors
as a whole.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Company is engaged in a competitive and specialized industry and
believes that it must be able to attract and retain experienced, qualified
executives and key employees. The Company's executive compensation program for
fiscal 2000 was established by the Compensation Committee, comprised of Mr.
McDonald and Mr. Hunt, both independent directors.
EXECUTIVE COMPENSATION POLICY
The Company's compensation policy is designed to support the overall
objective of enhancing value for the Company's shareholders by: (i) attracting,
developing, rewarding and retaining highly qualified and productive individuals;
(ii) directly relating compensation to both Company and individual performance;
(iii) ensuring compensation levels that are externally competitive and
internally equitable; and (iv) encouraging executive stock ownership to enhance
a mutuality of interest with other shareholders. The following is a description
of the specific elements of the Company's executive compensation and how each
relates to the objectives and policy outlined above. See also "Employment
Contracts and Termination of Employment and Change-in-Control Arrangements" and
"First Amendment to Employment Agreement".
Base Salary. The Compensation Committee reviewed each executive officer's
salary. In determining appropriate salary levels, the Compensation Committee
considered individual performance, internal equity, as well as pay practices of
other companies relating to executives of similar responsibility.
5
<PAGE> 9
Short-Term Incentives. In fiscal 2000, certain executive officers qualified
for annual bonuses based on the performance and profitability of the entire
Company and were eligible for quarterly incentive and/or annual bonuses based on
performance and profitability of the operating division or unit over which that
executive officer exercised the most direct operating control, as well as an
annual bonus based on total Company performance.
Long-Term Incentives. The Company's long-term incentive compensation
philosophy is that long-term incentives should be related to improvement in
long-term shareholder value, thereby creating a mutuality of interest with
shareholders. In furtherance of this objective, the Company awards to its
executive officers stock options under the Stock Compensation Plan and under the
Market Enhancement Plan. Stock options encourage and reward effective management
which results in long-term corporate financial success, as measured by stock
price appreciation. Stock options generally are exercisable at the fair market
value at the date of grant and in five installments beginning at least one year
after the date of grant or when certain stock performance measurements are
achieved. The Company also has the ability under the Stock Compensation Plan to
award other stock-based compensation incentives, such as restricted stock and
stock appreciation rights, although it has not done so to date.
Rationale for Chairman of the Board and Chief Executive Officer
Compensation. The compensation packages of Messrs. Teeter and Dawson have been
designed to encourage short- and long-term performance in line with the
interests of the Company's shareholders. Through April of fiscal year 2000,
Messrs. Teeter and Dawson each had an annual salary of $235,000 and annual
incentives as described above. An amendment (First Amendment to Employee
Agreement) was drafted and approved in April 2000 that changed the compensation
formula for Messrs. Teeter and Dawson increasing the annual salary to $360,000.
The Compensation Committee believes Messrs. Teeter's and Dawson's total
compensation for fiscal 2000 reflects individual and Company performance for
such period.
In August 2000, the Board of Directors accepted the resignation of Laurence
A. Dawson, Jr. as Chief Executive Officer, President and a Director of the
Company. Dale V. Kesler, a current Director of the Company, was appointed to
serve as interim Chief Executive Officer and President of the Company until a
successor is selected. Mr. Barron, an Independent Director, is chairing the
search committee and the executive search firm Spencer Stuart has been retained
to assist in the search.
This report is submitted by the members of the Compensation Committee as of
the end of the 2000 fiscal year.
William O. Hunt
Jack L. McDonald
The Report of the Compensation Committee on Executive Compensation shall
not be deemed incorporated by reference by any general statement incorporating
by reference this Proxy Statement into any filing under the Securities Exchange
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), except to the extent that the Company specifically incorporates
this information by reference, and shall not otherwise be deemed filed under
such Acts.
6
<PAGE> 10
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation
to the Company's Chairman of the Board and Chief Executive Officer and the four
most highly compensated executive officers for services rendered in all
capacities during the Company's last three fiscal years (collectively referred
to herein as the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------ ----------------------- --------------------------
SECURITIES
RESTRICTED UNDERLYING LTIP
FISCAL SALARY BONUS OTHER ANNUAL STOCK OPTIONS/ PAYOUTS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR ($) ($) COMPENSATION ($) AWARDS ($) SARS (#) ($) COMPENSATION ($)
--------------------------- ------ ------- ------- ---------------- ---------- ---------- ------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Finis F. Teeter............ 2000 261,448 -- -- -- -- -- 18,445(1)
Chairman of the Board 1999 235,000 416,957 -- -- 200,000(8) -- 19,431(1)
1998 235,000 482,229 -- -- -- -- 23,790(1)
Laurence A. Dawson, Jr. ... 2000 261,448 -- -- -- -- -- 13,224(2)
Former President and 1999 235,000 416,957 -- -- 200,000(8) -- 15,791(2)
Chief Executive Officer 1998 235,000 482,229 -- -- -- -- 23,790(2)
Craig A. Reynolds.......... 2000 180,000 62,500 -- -- -- -- 6,901(3)
Executive Vice- 1999 167,884 142,657 -- -- 100,000(7) -- 4,058(3)
President, Chief 1998 135,000 216,175 -- -- -- -- 6,503(3)
Financial Officer and
Secretary
Charles N. Carney, Jr. .... 2000 240,000 125,000 -- -- -- -- 2,617(4)
Executive Vice 1999 211,730 192,657 -- -- 100,000(7) -- 1,241(4)
President of the 1998 135,000 289,962 -- -- -- -- 1,610(4)
Company and COO of the
Retail Division
Ronald E. McCaslin......... 2000 240,000 154,439 -- -- -- 13,508(5)
Executive Vice 1999 135,000 424,654 -- -- 100,000(7) -- 46,690(5)
President of the 1998 112,500 368,704 -- -- 75,000(7) -- 8,864(5)
Company and COO of the
Manufacturing Division
Jackie H. Holland.......... 2000 110,000 56,250 -- -- -- -- 9,114(6)
Vice President and 1999 110,000 164,657 -- -- 50,000(7) -- 9,302(6)
Treasurer 1998 110,000 205,275 -- -- -- -- 7,342(6)
</TABLE>
---------------
(1) Consists of $9,000 car allowance in fiscal 1998, 1999 and 2000, $5,634, $891
and $0 of Company contributions to the Company's Saving Plan in fiscal 1998,
1999 and 2000 respectively, $9,156, $8,886 and $9,444 for payments of
term-life and disability insurance in fiscal 1998, 1999 and 2000,
respectively, and $654 and for equivalent compensation as provided for in
Mr. Teeter's employment agreement in fiscal 1999.
(2) Consists of $9,000 car allowance in fiscal 1998, 1999 and 2000, $2,375,
$1,371 and $1,530 of Company contributions to the Company's Savings Plan in
fiscal 1998, 1999 and 2000, respectively; and payments of $12,415, $5,420
and $2,694 for various insurance premiums, including split-dollar life,
term-life, disability, automobile and health in fiscal 1998, 1999, and 2000,
respectively.
(3) Consists of $2,999, $794 and $1,117 of Company contributions to the
Company's Savings Plan in fiscal 1998, 1999 and 2000, respectively, and
$3,504, $3,264 and $5,784 for payments of term-life and disability insurance
in fiscal 1998, 1999 and 2000, respectively.
(4) Consists of $792, $258 and $1,325 of Company contributions to the Company's
Savings Plan in fiscal 1998, 1999 and 2000, respectively, and $818, $983 and
$1,292 for payment of term-life and disability insurance in fiscal 1998,
1999 and 2000.
7
<PAGE> 11
(5) Consists of $5,505, $7,800 and $7,800 car allowance in fiscal 1998, 1999 and
2000, $983 and $4,446 of Company contributions to the Company's Saving's
Plan in 1999 and 2000 and payments of $3,014, $1,242 and $1,262 for payments
of term-life and disability insurance in fiscal 1998, 1999 and 2000 as well
as moving expenses of $36,665 in 1999.
(6) Consists of car allowance of $6,200, $7,200 and $7,200 in fiscal 1998, 1999
and 2000, $692, $860 and $652 of Company contributions to the Company's
Savings Plan in fiscal 1998, 1999 and 2000, respectively, and 1,242, $1,242
and $1,262 for payment of term-life and disability insurance in fiscal 1998,
1999 and 2000.
(7) Includes 100,000 options granted pursuant to Market Enhancement Plan and
75,000 options granted pursuant to the Stock Compensation Plan. Options have
been adjusted for the 5-for-4 stock split in February 1997 and the 3-for-2
stock split in October 1997 (in each case, as applicable). Subsequent to
June 30, 2000, Mr. McCaslin was granted 150,000 stock options, of which
13,333 are currently exercisable.
(8) Includes 93,750 options granted pursuant to the Stock Compensation Plan,
200,000 options granted pursuant to the Market Enhancement Plan and 140,625
options granted pursuant to Non-Qualified Stock Option Agreements. Options
have been adjusted for the 5-for-4 stock split on February 7, 1997 and the
3-for-2 stock split in October 1997.
AGGREGATED OPTION/STOCK APPRECIATION RIGHT EXERCISES DURING FISCAL 2000 AND
FISCAL YEAR END OPTION/STOCK APPRECIATION RIGHT VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING
UNEXERCISED
OPTIONS/SARS AT VALUE OF UNEXERCISED
SHARES VALUE JUNE 30, 2000 IN-THE-MONEY OPTIONS/SARS
ACQUIRED ON REALIZED EXERCISABLE/ AT JUNE 30, 2000
NAME EXERCISE (#) ($) UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
---- ------------ -------- --------------------- ----------------------------
<S> <C> <C> <C> <C>
Finis F. Teeter............... -- -- 176,036/283,340 --
Laurence A. Dawson, Jr. ...... -- -- 176,036/283,340 --
Craig A. Reynolds............. -- -- 55,909/143,624 --
Charles N. Carney, Jr. ....... -- -- 84,508/190,025 --
Ronald E. McCaslin............ -- -- 28,400/196,600 --
Jackie H. Holland............. -- -- 50,907/ 81,125 --
</TABLE>
---------------
(1) Value is calculated based on the difference between the option exercise
price and $1.0625 (the last price of the Common Stock on June 30, 2000)
multiplied by the number of shares of Common Stock underlying the option.
COMPENSATION OF DIRECTORS
Directors of the Company who are employees or affiliates of the Company do
not receive compensation for their services as directors, although they are
reimbursed for travel and lodging expenses in connection with their attendance
at board meetings. The Company pays an annual fee in the amount of $24,000 and
meeting fees of $1,000 per meeting to its directors who are not employees or
affiliates of the Company ("Independent Directors"). In addition, each
Independent Director will receive a non-qualified stock option to purchase 5,000
shares of Common Stock upon each person's initial election to the Board of
Directors, with such options becoming immediately exercisable. Following his
initial full one year term as an Independent Director, and every fourth year
thereafter, each Independent Director will receive a non-qualified option to
purchase 10,000 shares of Common Stock (assuming such Independent Director
continues as a director immediately following such anniversary date). Each of
such options vests 25% annually, with the initial 25% becoming exercisable on
the date of grant of the option and an additional 25% becoming exercisable on
each of the first three anniversaries of the grant date. Each current
Independent Director who was a director of the Company on August 31, 1998 has
also received an option to purchase 25,000 shares of Common Stock under the
Market
8
<PAGE> 12
Enhancement Plan. New Independent Directors will be eligible for consideration
to receive options under the Market Enhancement Plan.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
The Company entered into employment agreements, effective as of October 1,
1996, with Messrs. Teeter and Dawson (the "Employment Agreements"). Under the
Employment Agreements, Messrs. Teeter and Dawson among other things each (a)
receive a yearly salary of $235,000; (b) are entitled to receive annual bonuses
based upon a percentage of the Company's after-tax and employee bonus net
consolidated operating profit; (c) receive a car allowance, plus reimbursement
for all automobile expenses; and (d) received options to purchase shares of
Company Stock under the Company's 1994 Amended and Restated Stock Compensation
Plan.
The Employee Agreements for Messrs. Teeter and Dawson were amended by the
Compensation Committee and made effective April 1, 2000. Under the First
Amendment to Employment Agreement (the "Amendment"), Messrs. Teeter and Dawson
among other things each (a) will receive a yearly salary of $360,000; (b) are
entitled to termination payments under certain described conditions; and (c)
continue to be eligible for other compensation benefits not changed by the
Amendment. Under the Amendment, each Employment Agreement continues until June
30, 2003, unless sooner terminated as set forth in the Employment Agreements,
and automatically renew for additional one-year periods unless either the
Company or the executive gives 180 days written notice prior to the end of the
term.
Each Employment Agreement also contains provisions that provide each
executive with compensation in certain events of termination. Effective August
21, 2000 Mr. Dawson resigned his position and entered into a Separation
Agreement with the Company. Under the terms of the agreement, Mr. Dawson will be
paid the base salary and annual bonus noted above through June 30, 2004. Mr.
Dawson will also receive a car allowance, group benefits, and other insurance
through June 30, 2003.
The Company has entered into an employment agreement effective as of
September 15, 1998, with Mr. Craig A. Reynolds (the "Reynolds Agreement"). Under
the Reynolds Agreement, Mr. Reynolds among other things will (a) receive a base
salary of $180,000 per year; and (b) be entitled to receive (i) an annual bonus
based upon a percentage of the consolidated net income of the Company, net of
taxes and management bonuses and (ii) quarterly bonuses based upon a percentage
of the Company's achievement of the annual Wall Street forecast of profit
performance for the Company (the "Wall Street Forecast"). The Reynolds Agreement
continues until September 15, 2001 unless terminated sooner as provided therein
and automatically renews for additional one-year periods unless either the
Company or Mr. Reynolds gives 90 days written notice prior to the end of the
term. The Reynolds Agreement also contains a change-in-control provision and
other provisions that provide Mr. Reynolds with compensation in certain events
of termination.
The Company has entered into an employment agreement effective as of
September 15, 1998, with Mr. Charles N. Carney, Jr. (the "Carney Agreement").
Under the Carney Agreement, Mr. Carney among other things will (a) receive a
base salary of $240,000 per year; (b) be entitled to receive (i) an annual bonus
based upon a percentage of the consolidated net income of the Company, net of
taxes and management bonuses and (ii) quarterly bonuses based upon a percentage
of the Company's achievement of the Wall Street Forecast; and (c) options to
purchase shares of Common Stock under the Stock Compensation Plan and the Market
Enhancement Plan. The Carney Agreement continues until September 15, 2001 unless
terminated sooner as provided therein and automatically renews for additional
one-year periods unless either the Company or Mr. Carney gives 90 days written
notice prior to the end of the term. The Carney Agreement also contains a
change-in-control provision and other provisions that provide Mr. Carney with
compensation in certain events of termination.
The Company has entered into an employment agreement effective as of August
23, 1997, with Mr. Ronald McCaslin (the "McCaslin Agreement") which agreement
was amended on April 1, 2000. Under the McCaslin Agreement, Mr. McCaslin among
other things will (a) receive a base salary of $240,000 per year; (b) be
entitled to receive (i) annual bonuses based upon a percentage of the
consolidated net income of the Company, net of taxes and management bonuses and
quarterly and annual bonuses based upon the pre-tax
9
<PAGE> 13
profit performance of Oak Creek Housing Properties, L.P. and (ii) quarterly
bonuses based upon a percentage of the Company's achievement of the Wall Street
Forecast; (c) a compensation guaranty; (d) a long-term deferred compensation
arrangement in the form of a loan, a portion of which is forgiven for each year
Mr. McCaslin remains employed by the Company; and (e) options to purchase shares
of Common Stock under the Stock Compensation Plan. The McCaslin Agreement
continues until August 30, 2002 unless terminated sooner as provided therein and
automatically renews for additional one-year periods unless either the Company
or Mr. McCaslin gives 90 days written notice prior to the end of the term. The
McCaslin Agreement also contains a change-in-control provision and other
provisions that provide Mr. McCaslin with compensation in certain events of
termination.
STOCK PERFORMANCE CHART
The line graph below compares the cumulative total shareholder return on
the Common Stock from July 12, 1994, the date of its initial public offering,
through June 30, 2000, with the Nasdaq Stock Market-U.S. ("the Nasdaq Index")
and a Peer Group Index. The companies included in the Peer Group Index include
Cavalier Homes, Inc., Champion Enterprises, Inc., Clayton Homes, Inc., Fleetwood
Enterprises, Inc., Palm Harbor Homes, Inc., Oakwood Homes Corporation, Schult
Homes Corporation, Skyline Corporation and Southern Energy Homes, Inc. The graph
assumes that $100 was invested at the beginning of the period and that any
dividends during the period were reinvested. The Initial Public Offering price
of $3.41 was used as the beginning price of the Common Stock.
[PERF. GRAPH]
<TABLE>
<S> <C> <C>
American Homestar Corporation Nasdaq Index
7/12/94 100.00 100.00
5/31/95 139.00 122.00
5/31/96 348.00 176.00
5/31/97 391.00 198.00
5/31/98 623.00 225.00
5/31/99 216.00 318.00
6/30/00 31.00 563.00
<S> <C>
Peer Group Index
7/12/94 100.00
5/31/95 101.00
5/31/96 184.00
5/31/97 167.00
5/31/98 252.00
5/31/99 150.00
6/30/00 74.00
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 2000, the members of the Executive Committee were primarily
responsible for determining executive compensation, although the Compensation
Committee reviewed and approved all elements of executive compensation, and
determined the compensation for the Company's Chairman of the Board and Chief
Executive Officer (as noted above).
10
<PAGE> 14
CERTAIN TRANSACTIONS
MOAMCO Properties, Inc. ("MOAMCO"), a corporation owned by Mr. Teeter,
leased to the Company two retail sales centers. Between July 1, 1999 and
September 1, 2000, the Company and its subsidiaries paid $97,500 to MOAMCO under
such leases. The Company believes that all of such lease agreements are on terms
as favorable to the Company as generally available to unaffiliated parties for
comparable properties.
It is the policy of the Company that any future transactions with
affiliated individuals or entities will be on terms as favorable to the Company
as those reasonably available from unrelated third parties, and any such
affiliated transactions will require the approval of a majority of the
Independent Directors.
SECTION 16 REQUIREMENTS
Section 16(a) of the Exchange Act requires the Company's directors and
officers, and persons who own more than 10% of a registered class of the
Company's equity securities, to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission (the "SEC").
Directors, officers and greater than 10% beneficial owners are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file. Based solely on representations from certain reporting persons, the
Company believes that, during the year ended June 30, 2000, each of the
officers, directors and greater than 10% shareholders complied with all such
applicable filing requirements.
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 2001 Annual
Meeting of Shareholders, such proposals must be received by the Company not
later than July 20, 2001. Such proposals should be directed to American Homestar
Corporation, 2450 South Shore Boulevard, Suite 300, League City, Texas 77573,
Attention: Secretary.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's principal auditors are KPMG LLP. A representative of KPMG LLP
will be present at the Annual Meeting of Shareholders and will have the
opportunity to make any desired statement and will be available to respond to
appropriate questions.
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.
11
<PAGE> 15
Accompanying this Proxy Statement is a copy of the Company's Annual Report
on Form 10-K for the fiscal year ended June 30, 2000 (the "Annual Report"). The
Annual Report is not to be deemed a part of this Proxy Statement.
By Order of the Board of Directors
/s/ Craig A. Reynolds
Craig A. Reynolds
Secretary
Houston, Texas
October 11, 2000
12
<PAGE> 16
AMERICAN HOMESTAR CORPORATION
PROXY - ANNUAL MEETING OF SHAREHOLDERS
PROXY
The undersigned hereby appoints Dale V. Kesler and Craig A. Reynolds, each
with power to act without the other and with full power of substitution, as
Proxies to represent and to vote, as designated on the reverse side, all stock
of American Homestar Corporation owned by the undersigned at the Annual Meeting
of Shareholders to be held at the Company's offices located at 2221 East Lamar
Boulevard, Suite 790, Arlington, Texas, 76006, at 10:00 a.m., local time, upon
such business as may properly come before the meeting or any adjournment
thereof, including 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 (i) FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR AND (ii)
IN THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTER THAT MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.
(Continued on reverse side)
FOLD AND DETACH HERE
27
(CONTINUED FROM OTHER SIDE) PLEASE MARK [X]
YOUR VOTE AS
INDICATED IN
THIS EXAMPLE
1. Election as Directors of the two nominees listed below (except as indicated
to the contrary below):
FOR ALL WITHHOLD AUTHORITY INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE
NOMINEES to vote on one or FOR ANY INDIVIDUAL NOMINEE, CHECK THE
BELOW. more nominees as WITHHOLD BOX AND STRIKE THROUGH THE
struck out to the NOMINEE'S NAME
right.
Charles N. Carney,
Ronald E. McCaslin
[ ] [ ]
--------------------------------------------------------------------------------
<PAGE> 17
2. To their discretion on any other matter that may properly come before the
meeting or any adjournments thereof.
Dated: ________________________________ , 2000
----------------------------------------------
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.
-----------------------------------------------------------------------------
--FOLD AND DETACH HERE--
