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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): OCTOBER 25, 1996
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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 1 OF 50 PAGES
EXHIBIT INDEX LOCATED ON PAGE 4
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
ON OCTOBER 25, 1996, BELMONT HOMES, INC., A MISSISSIPPI
CORPORATION (THE "COMPANY"), CONSUMMATED ITS ACQUISITION OF ALL OF THE
OUTSTANDING STOCK OF BELLCREST HOMES, INC., A GEORGIA CORPORATION
("BELLCREST"), A PRIVATELY OWNED MANUFACTURED HOUSING COMPANY HEADQUARTERED IN
MILLEN, GEORGIA, PURSUANT TO THE STOCK PURCHASE AGREEMENT BY AND BETWEEN THE
COMPANY AND BELLCREST HOLDING CO., INC., A FLORIDA CORPORATION, G. HILLER
SPANN, JOE H. BELL, JAMES M. BIRDWELL AND DEROY DAILEY, JR., DATED OCTOBER 25,
1996 (THE "SPA"). IN CONSIDERATION FOR SUCH CAPITAL STOCK OF BELLCREST, THE
COMPANY PAID THE FORMER SHAREHOLDERS OF BELLCREST AN AGGREGATE AMOUNT EQUAL TO
$9.5 MILLION. THE FORMER SHAREHOLDERS OF BELLCREST MAY ALSO RECEIVE, IF FUTURE
PERFORMANCE TARGETS SET FOR BELLCREST IN THE SPA ARE MET, UP TO AN AGGREGATE
ADDITIONAL AMOUNT EQUAL TO $3.5 MILLION. THE CONSIDERATION PAID, OR THAT WHICH
MAY BE PAID IN THE FUTURE, BY THE COMPANY UNDER THE SPA WAS DETERMINED THROUGH
NEGOTIATIONS BETWEEN THE PARTIES. THE COMPANY OBTAINED APPROXIMATELY $5
MILLION OF THESE AGGREGATE PROCEEDS PURSUANT TO THE COMPANY'S EXISTING CREDIT
FACILITIES.
ITEM 5. OTHER EVENTS.
ON NOVEMBER 5, 1996, THE COMPANY ISSUED A PRESS RELEASE
MAKING CERTAIN ANNOUNCEMENTS REGARDING ITS PRESIDENT AND CHIEF EXECUTIVE
OFFICER, JEROLD KENNEDY. A COPY OF THIS RELEASE IS INCLUDED AS EXHIBIT 99.1 TO
THIS CURRENT REPORT ON FORM 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS:
SEE EXHIBIT INDEX ATTACHED HERETO.
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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.
BELMONT HOMES, INC.
BY: /S/ WILLIAM M. KUNKEL
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WILLIAM M. KUNKEL
ITS: VICE PRESIDENT OF FINANCE
DATE: NOVEMBER 10, 1996
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EXHIBIT INDEX
EXHIBIT NO.
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10.1 STOCK PURCHASE AGREEMENT DATED OCTOBER 25, 1996, AMONG BELMONT
HOMES, INC. AND BELLCREST HOLDING CO., INC., JOE. H. BELL, JAMES M.
BIRDWELL, DEROY DAILEY, JR. AND GLINN H. SPANN
99.1 PRESS RELEASE, DATED NOVEMBER 5, 1996