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REGISTRATION STATEMENT NO. 333-34565
FILED PURSUANT TO RULE 424(b)(3)
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.
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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 September 25, 1997.
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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
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(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.
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SELLING SHAREHOLDERS
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
------------------- ----------- ----------- -------- --------
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 *
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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 *
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* 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 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.
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The Company will pay all of the expenses incident to the offering and sale
of the Common Stock to the public, including the reasonable fees and expenses
of one counsel for the Selling Shareholders, but other than underwriting
discounts or commissions, brokers' fees and the fees and expenses of any other
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.
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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.
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TABLE OF CONTENTS
PAGE
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
474,099
SHARES
AMERICAN HOMESTAR
CORPORATION
COMMON STOCK
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PROSPECTUS
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September 25, 1997