<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 10, 1997
------------------------------
Belmont Homes, Inc.
(Exact name of registrant as specified in its charter)
Mississippi 0-26142 64-0834574
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
Highway 25 South
Industrial Park Drive
Belmont, Mississippi 38827
(Address of principal executive offices)
601-454-9217
(Registrant's telephone number, including area code)
<PAGE> 2
Item 5. Other Events.
On December 10, 1997, a Supplement dated December 10, 1997 to the Joint
Proxy Statement and Prospectus of Belmont Homes, Inc. and Cavalier Homes, Inc.,
dated December 2, 1997, was filed and distributed with respect to the proposed
merger of Belmont Homes, Inc. with a wholly-owned subsidiary of Cavalier Homes,
Inc. The text of such Supplement is set forth below.
SUPPLEMENT TO THE JOINT PROXY STATEMENT AND PROSPECTUS
OF CAVALIER HOMES, INC. AND BELMONT HOMES, INC.
DATED DECEMBER 2, 1997
AND REGARDING THE PROPOSED MERGER OF BELMONT HOMES, INC.
WITH A WHOLLY OWNED SUBSIDIARY OF CAVALIER HOMES, INC.
The following information should be inserted at p. 21 of the Joint
Proxy Statement and Prospectus as a new second paragraph under the
heading "RISK FACTORS -- Litigation" and at p. 83 of the Joint Proxy
Statement and Prospectus as a new second paragraph under the heading
"CERTAIN INFORMATION CONCERNING THE BUSINESS OF BELMONT -- Legal
Proceedings."
On December 4, 1997, Belmont received notice of a suit filed
on December 1, 1997 by three former shareholders (the "Plaintiffs") of
Belmont Homes, Inc., an Alabama corporation which originally owned the
initial Belmont manufacturing facility ("BHIA"), in the Circuit Court
of Madison County, Alabama (Case Number CV 97-2297) against BHIA,
Belmont (as a successor in interest of BHIA), certain other corporate
entities (the "Other Corporations"), the Estate of Jerold Kennedy (the
former President and Chief Executive Officer of Belmont), J. M. Page,
and certain other unnamed and unidentified individual officers,
employees, agents and directors of BHIA, Belmont and the Other
Corporations, alleging breach of fiduciary duties, misrepresentation,
deceit, suppression and civil conspiracy. The Plaintiffs state that
they owned a majority of the stock in BHIA and sold such stock in
February of 1989. In addition to certain other allegations, the
Plaintiffs claim that Mr. Kennedy, along with others who allegedly
conspired with him, misrepresented and omitted certain facts to them
regarding his attempts to hire a production manager, that Belmont later
hired the production manager, and that the Plaintiffs would not have
sold their stock in BHIA in the absence of these alleged
misrepresentations and omissions. In their complaint, the Plaintiffs
request an unspecified amount of compensatory and punitive damages
and/or equitable relief, including a constructive trust. Belmont is
aware that these same plaintiffs have also filed a separate claim
against the Estate of Mr. Kennedy in the Probate Court of Franklin
County, Alabama (Case Number 97-051), alleging essentially the same
facts and seeking substantial compensatory damages and punitive damages
and a constructive trust over the stock in the various Belmont entities
owned by Mr. Kennedy's estate. Belmont believes that the Plaintiffs'
claims against it are without merit and intends to vigorously contest
such claims. The outcome of this litigation and its effect on Belmont
cannot presently be determined, however, and the possibility exists for
an adverse resolution of the litigation which could have a material
adverse effect on the results of operations and financial condition of
Belmont, or the combined company following the Merger, in the quarter
and year in which any such adverse resolution occurs.
Date of Supplement: December 10, 1997
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BELMONT HOMES, INC.
By: /s/ William M. Kunkel
-----------------------------
William M. Kunkel
Its: Executive Vice President and
Chief Financial Officer
Date: December 11, 1997
