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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) December 29, 1998
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American Homestar Corporation
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(Exact name of registrant as specified in its charter)
Texas 0-24210 76-0070846
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(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
2450 South Shore Boulevard, Suite 300, League City, Texas 77573
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (281) 334-9700
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 29, 1998, American Homestar Corporation, a Texas
corporation (the "Company") acquired all of the outstanding securities of
R-Anell Custom Homes, Inc., a North Carolina corporation, Gold Medal Homes,
Inc., a North Carolina corporation, and Gold Medal Homes of North Carolina,
Inc., a North Carolina corporation (collectively, "the R-Anell Companies"),
pursuant to the terms of a Stock Purchase Agreement and Plan of Reorganization
dated May 26, 1998, by and among the R-Anell Companies, certain securityholders
of the R-Anell Companies (the "R-Anell Securityholders") and the Company, as
amended by that certain First Amendment to the Stock Purchase Agreement and Plan
of Reorganization dated August 31, 1998 and Second Amendment to the Stock
Purchase Agreement and Plan of Reorganization dated November 30, 1998 (as
amended, the "Purchase Agreement").
As a result of the purchase, the Company became the indirect holder of
the assets and properties, real and personal, tangible and intangible, and
certain liabilities of the R-Anell Companies. Those assets include manufacturing
facilities located in Cherryville and Denver, North Carolina, which facilities
produce manufactured and modular homes, and the equipment, inventory and other
assets associated with such facilities. The Company intends to continue such use
of those assets.
To the best knowledge of the Company, at the time of the purchase there
was no material relationship between (i) the R-Anell Companies and the R-Anell
Securityholders on the one hand and (ii) the Company, or any of its affiliates,
any director or officer of the Company, or any associate of such director or
officer on the other hand.
The aggregate consideration paid by the Company to the R-Anell
Securityholders was $15,517,278 in cash and 658,536 shares of the common stock,
par value $.05 per share, of the Company. The acquisition consideration was
determined by arms-length negotiations between the parties to the Purchase
Agreement. The cash portion of the acquisition consideration was derived from
the Company's working capital.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a)(1) Financial Statements of businesses acquired in the
transaction.(1)
(i) Consolidated Balance Sheet.
(ii) Interim Consolidated Balance Sheet.
(iii) Consolidated Statement of Income.
(iv) Interim Consolidated Statement of Income.
(v) Consolidated Statement of Cash Flows.
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(vi) Interim Consolidated Statement of Cash Flows.
(b)(1) Pro forma Financial Information for the transaction.(1)
(i) Pro forma Condensed Balance Sheet.
(ii) Pro forma Condensed Consolidated Statement of Income.
(c) Exhibits.
The following is a list of exhibits filed as part of this Current
Report on Form 8-K:
Exhibit No. Description
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2.1 Stock Purchase Agreement and Plan of Reorganization, dated May
26, 1998, among American Homestar Corporation, R-Anell Custom
Homes, Inc., Gold Medal Homes, Inc., Gold Medal Homes of North
Carolina, Inc. and certain security holders of R- Anell Custom
Homes, Inc., Gold Medal Homes, Inc. and Gold Medal Homes of
North Carolina, Inc.(2)
2.2 First Amendment to the Stock Purchase Agreement and Plan of
Reorganization, dated August 31, 1998, among American Homestar
Corporation, R-Anell Custom Homes, Inc., Gold Medal Homes,
Inc., Gold Medal Homes of North Carolina, Inc. and certain
security holders of R-Anell Custom Homes, Inc., Gold Medal
Homes, Inc. and Gold Medal Homes of North Carolina, Inc.(2)
2.3 Second Amendment to the Stock Purchase Agreement and Plan of
Reorganization, dated November 30, 1998, among American
Homestar Corporation, R-Anell Custom Homes, Inc., Gold Medal
Homes, Inc., Gold Medal Homes of North Carolina, Inc. and
certain security holders of R-Anell Custom Homes, Inc., Gold
Medal Homes, Inc. and Gold Medal Homes of North Carolina,
Inc.(2)
23.1 Consent of Deloitte & Touche LLP.(3)
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(1) It is impractical for the registrant to file such financial
statements and related financial data schedule at this time.
Such financial statements and related financial data schedule
will be filed under cover of Form 8-K/A as soon as
practicable, but no later than 60 days after the date by which
this report on Form 8-K was required to be filed.
(2) Filed herewith.
(3) To be filed by amendment.
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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.
AMERICAN HOMESTAR CORPORATION
Date: January 11, 1999 By: /s/ Craig A. Reynolds
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Craig A. Reynolds
Executive Vice President, Chief
Financial Officer and Secretary
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
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2.1 Stock Purchase Agreement and Plan of Reorganization, dated May 26, 1998,
among American Homestar Corporation, R-Anell Custom Homes, Inc., Gold
Medal Homes, Inc., Gold Medal Homes of North Carolina, Inc. and certain
security holders of R-Anell Custom Homes, Inc., Gold Medal Homes, Inc.
and Gold Medal Homes of North Carolina, Inc.(1)
2.2 First Amendment to the Stock Purchase Agreement and Plan of
Reorganization, dated August 31, 1998, among American Homestar
Corporation, R-Anell Custom Homes, Inc., Gold Medal Homes, Inc., Gold
Medal Homes of North Carolina, Inc. and certain security holders of R-Anell
Custom Homes, Inc., Gold Medal Homes, Inc. and Gold Medal Homes of
North Carolina, Inc.(1)
2.3 Second Amendment to the Stock Purchase Agreement and Plan of
Reorganization, dated November 30, 1998, among American Homestar
Corporation, R-Anell Custom Homes, Inc., Gold Medal Homes, Inc., Gold
Medal Homes of North Carolina, Inc. and certain security holders of R-Anell
Custom Homes, Inc., Gold Medal Homes, Inc. and Gold Medal Homes of
North Carolina, Inc.(1)
23.1 Consent of Deloitte & Touche LLP.(2)
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(1) Filed herewith.
(2) To be filed by amendment.
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