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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): March 27, 1998
PALM HARBOR HOMES, INC.
(Exact name of Registrant as specified in its Charter)
FLORIDA 0-26188 59-1036634
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification Number)
15303 Dallas Parkway, Suite 800, Dallas, Texas 75248
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 991-2422
Not applicable
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 27, 1998, Palm Harbor Homes, Inc., a Florida corporation
(the "Company") purchased all of the outstanding stock of Cannon Manufactured
Housing Group, Inc. ("CMH"), Cannon Mobile Homes, Inc. ("CMHI"), Pleasant
Valley Mobile Homes, Inc. ("PVM"), Countryside Mobile Homes, Inc. ("CMH II"),
Cumberland Homes, Inc. ("CHI"), All Star Mobile Homes, Inc. ("ASMH"), and First
Home Mortgage Corporation ("FHM, and together with CMH, CMHI, PVM, CMH II, CHI
and ASMH shall be referred to herein collectively as the "Cannon Companies").
The Cannon Companies are Georgia-based retailers of manufactured homes with 18
locations. The stock in the Cannon Companies was purchased pursuant to a Stock
Purchase Agreement dated February 9, 1998 and amended March 7, 1998, by and
among the Cannon Companies and Thomas G. Cannon ("T. Cannon"), Dale F. Cannon
("D. Cannon"), Jack H. Coffey ("Coffey"), John G. Blake ("Blake"), Todd R.
Cannon ("T.R. Cannon") and the Estate of Grover R. Cannon (the "Estate," and
together with T. Cannon, D. Cannon, Coffey, Blake and T.R. Cannon shall be
referred to herein collectively as the "Selling Shareholders"). The Stock
Purchase Agreement and Amendment No. 1 thereto are attached hereto as Exhibits
2.1 and 2.2.
In consideration of the merger and the cancellation of the
outstanding shares of the Cannon Companies common stock, the Selling
Shareholders received an aggregate of $26,757,215 and 157,975 shares of the
Company's Common Stock. The Company has undertaken to file a registration
statement registering the shares to be received by the Selling Shareholders
within 30 days from the date of closing.
Effective March 27, 1998, all of the Cannon Companies except First
Home Mortgage Corporation were merged into the Company.
The sources of funds for the cash portion of the acquisition are
internal funds and the Company's line of credit with Chase Bank of Texas.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT NO.
2.1 Stock Purchase Agreement dated February 9, 1998, by and among
Palm Harbor Homes, Inc., Cannon Manufactured Housing Group,
Inc., Cannon Mobile Homes, Inc., Pleasant Valley Mobile Homes,
Inc., Countryside Mobile Homes, Inc., Cumberland Homes, Inc.,
First Home Mortgage Corporation, Thomas G. Cannon, Dale F.
Cannon, Jack H. Coffey, John G. Blake, Todd R. Cannon and the
Estate of Grover R. Cannon (Incorporated herein by reference
from Exhibit 2.1 to Form 8-K of the Company dated February 9,
1998; File No. 000-24268)
2.2 Amendment Number One to Stock Purchase Agreement dated March
7, 1998, by and among Palm Harbor Homes, Inc., Cannon
Manufactured Housing Group, Inc., Cannon Mobile Homes, Inc.,
Pleasant Valley Mobile Homes, Inc., Countryside Mobile Homes,
Inc., Cumberland Homes, Inc., First Home Mortgage Corporation,
Thomas G. Cannon, Dale F. Cannon, Jack H. Coffey, John G.
Blake, Todd R. Cannon and the Estate of Grover R. Cannon
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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.
Date: April 7, 1998
PALM HARBOR HOMES, INC.
/s/ Kelly Tacke
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Kelly Tacke, Vice President-Finance
and Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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2.1 Stock Purchase Agreement dated February 9, 1998, by and among
Palm Harbor Homes, Inc., Cannon Manufactured Housing Group,
Inc., Cannon Mobile Homes, Inc., Pleasant Valley Mobile Homes,
Inc., Countryside Mobile Homes, Inc., Cumberland Homes, Inc.,
First Home Mortgage Corporation, Thomas G. Cannon, Dale F.
Cannon, Jack H. Coffey, John G. Blake, Todd R. Cannon and the
Estate of Grover R. Cannon (Incorporated herein by reference
from Exhibit 2.1 to Form 8-K of the Company dated February 9,
1998; File No. 000-24268)
2.2 Amendment Number One to Stock Purchase Agreement dated March
7, 1998, by and among Palm Harbor Homes, Inc., Cannon
Manufactured Housing Group, Inc., Cannon Mobile Homes, Inc.,
Pleasant Valley Mobile Homes, Inc., Countryside Mobile Homes,
Inc., Cumberland Homes, Inc., First Home Mortgage Corporation,
Thomas G. Cannon, Dale F. Cannon, Jack H. Coffey, John G.
Blake, Todd R. Cannon and the Estate of Grover R. Cannon