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
January 3, 2002
Date of Report
(Date of earliest Event reported)
AMERICAN HOMESTAR CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 76-0070846
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
2450 SOUTH SHORE BOULEVARD, SUITE 300, LEAGUE CITY TEXAS, 77573
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 334-9700
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
As previously reported on Form 8-K filed on January 23, 2001, American
Homestar Corporation (the "Company") and twenty-one (21) of its affiliates filed
a voluntary petition for bankruptcy on January 11, 2001 under Chapter 11 of the
U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern
District of Texas (the "Bankruptcy Court"). The consolidated caption is In re
American Homestar Corporation, et al, Case No. 01-80017-G3-11. Pursuant to the
bankruptcy filing, the Company operates its business and manages its affairs as
a debtor-in-possession.
The Company met all of its filing obligations during the bankruptcy case
and proposed a plan of reorganization for itself and its affiliates. After
extensive negotiations, the Company filed its Third Amended Plan of
Reorganization.
The Company's Third Amended Plan of Reorganization was confirmed by the
Bankruptcy Court on August 14, 2001 (the "Plan"). The Plan became effective on
October 3, 2001 as to all twenty two entities that filed bankruptcy. The Plan is
complex and provides for the treatment of 223 impaired classes of creditors and
44 unimpaired classes of creditors. The Plan did not substantively consolidate
the various bankruptcy estates.
The following is intended to be a broad summary of the Plan. It is not
intended to be a substitute for a careful reading of the Plan. Any differences
between the following summary and the actual Plan will be resolved in favor of
the specific terms of the Plan.
CONTINUED OPERATIONS. Pursuant to the Plan, the Company (operating through
various subsidiaries) was authorized to continue in business. The Company
intends to maintain ongoing business operations primarily in the States of
Texas, Louisiana, Oklahoma, New Mexico, Arkansas and Colorado, with a
substantial predominance in Texas. The Company intends to maintain its
manufacturing facilities located in North Texas and to operate approximately 45
retail store operations. Moreover, through affiliated entities which are not in
bankruptcy, the Company intends to maintain its transportation, insurance and
finance lines of business.
MANAGEMENT. The Plan contemplates a five member board of directors. The
initial five member board was comprised of James Boles, Richard Grasso, Deborah
Midanek, Finis Teeter, and Ronald Wuensche. On November 30, 2001, Mr. Wuensche
and Mr. Boles resigned from the board. The Plan provides for the selection of
replacement board members. Finis F. Teeter serves as President and Chief
Executive Officer of the Company.
TREATMENT OF EQUITY. Pursuant to the Plan, all shares and rights to shares
of stock in the Company were cancelled as of the Effective Date. Pursuant to the
exemption set forth in Section 1145 of the Bankruptcy Code, the Company will
issue new shares of stock to persons holding allowed unsecured claims in the
Company's bankruptcy case. The Company anticipates that such shares will be
distributed beginning in April, 2001 and that the distribution will continue on
an incremental basis as the Bankruptcy Court enters orders allowing and
disallowing claims that have been filed in the Company's bankruptcy case.
The Plan provides that up to one third of the Company's newly issued shares can
be awarded to management under an incentive program established pursuant to the
Plan.
TREATMENT OF ADMINISTRATIVE AND PRIORITY CLAIMS (OTHER THAN TAX CLAIMS).
The Bankruptcy Code sets forth various types of claims that are entitled to
priority treatment. These include, among others, the costs of administration
incurred during the bankruptcy case, certain consumer claims and certain
employee claims. Those claims in these categories that are allowed by the
Bankruptcy Code are paid in cash and in full.
TAX CLAIMS. The Bankruptcy Code allows certain tax claims to be paid over a
period of up to 72 months following the date of the assessment of those taxes.
The Plan authorizes the Company and its subsidiaries to pay tax claims over a
period of up to 60 months, with interest.
UNSECURED CLAIMS. Holders of unsecured claims were given varying options
depending upon the entity owing the unsecured claim. In general, most holders of
claims were allowed to accept a small payment in cash (typically 10-20% of the
amount of their claim, not to exceed between $1,000 and $2,000). Certain of the
affiliated entities contemplate that they will discontinue doing business under
the terms of the Plan. Holders of unsecured claims against those entities were
typically given an option to defer payment for three years until the liquidation
value of the subsidiary was determined. Very few creditors elected this option.
The typical holder of an unsecured claim received common stock in the
reorganized company. The stock was issued solely by American Homestar
Corporation, without regard to the entity actually owing the Claim.
MISCELLANEOUS SECURED CLAIMS. The Company (or the affiliated company) was
given the option to return the collateral for secured claims or to pay secured
claims over an extended period of time, with interest.
SECURED CLAIMS BY PRIMARY LENDER. The Company and several of the subsidiary
companies entered into a new financing arrangement with the Company's principal
secured lender. The arrangement provided for substantial debt forgiveness by the
secured lender and for the extension of a 36 month loan by the secured lender.
The new loan is secured by substantially all of the Company's inventory and real
estate and by certain other assets (including certain specified cash deposits).
Although the amount of the loan varies based on various covenants and lending
requirements, the Company anticipates that the loan has a maximum potential
advancement of $38 million. In addition to the loan referenced in the preceding
portion of this paragraph, the secured lender issued certain other shorter term
loan accommodations to provide for the acquisition of certain specified
inventory by the Company or its affiliates. A draft copy of the various lending
agreements was submitted to the Bankruptcy Court and approved at the Company's
confirmation hearing.
The Plan was confirmed by a confirmation order which was entered on August
14, 2001. A copy of the confirmation order is attached hereto as Exhibit "A". A
copy of the Plan is attached hereto as Exhibit 99.2.
ITEM 5. OTHER EVENTS.
The Company is required to file Monthly Operating Reports with the United
States Trustee and the Bankruptcy Court pursuant to Bankruptcy Rule 2015. These
Monthly Operating Reports include Schedules of Assets and Liabilities and
Statements of Financial Affairs. The Company previously filed such Monthly
Operating Reports on Form 8-K filed on July 17, 2001 (File No. 000-24210). The
Monthly Operating Report for the month ended September 30, 2001 which is
attached hereto, contains cumulative financial information for the months ended
January 31, 2001 through September 30, 2001. The Company is filing its most
recent Monthly Operating Report with the Commission under cover of Form 8-K in
lieu of filing quarterly reports on Form 10-Q or annual reports on Form 10-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
99.1 Monthly Operating Report for the month ended September 30, 2001.
99.2 American Homestar Corporation's Third Amended Plan of
Reorganization.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AMERICAN HOMESTAR CORPORATION
/s/ CRAIG A. REYNOLDS
-----------------------------------------
By: Craig A. Reynolds
Title: Secretary
DATE: January 7, 2002
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
99.1 Monthly Operating Report for the month ended September 30, 2001.
99.2 American Homestar Corporation's Third Amended Plan of Reorganization.
</Table>