1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 27, 1997
Registration No. 33-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------
BELMONT HOMES, INC.
(Exact name of registrant as specified in its charter)
Mississippi 64-0834574
(State of incorporation) (I.R.S. Employer Identification No.)
Highway 25 South, Industrial Park Drive
Belmont, Mississippi 38827
601-454-9217
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
--------------------
Jerold Kennedy
Belmont Homes, Inc.
Highway 25 South, Industrial Park Drive
Belmont, Mississippi 38827
601-454-9217
(Address, including zip code, and telephone number, including area code,
of agent for service)
--------------------
Copy to:
J. Chase Cole, Esq.
Waller Lansden Dortch & Davis,
A Professional Limited Liability Company
2100 Nashville City Center
511 Union Street
Nashville, Tennessee 37219
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Effective Date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
------------
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Proposed maximum
Title of shares Amount to be offering price Proposed maximum aggregate Amount of
to be registered registered per share(1) offering price(1) registration fee
=====================================================================================================================
Common Stock, par
value, $.10 per share 75,000 shares $10.20 $765,000 $231.82
=====================================================================================================================
(1) Estimated solely for purposes of determining the amount of the registration
fee, in accordance with Rule 457(c) under the Securities Act of 1933, as
amended, and based upon the average of the high and low per share prices on
January 22, 1997 for shares of the common stock of the registrant, as
reported on the Nasdaq's National Market.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
2
PROSPECTUS
75,000 SHARES
BELMONT HOMES, INC.
COMMON STOCK
This Prospectus relates to the resale of up to an aggregate of 75,000
shares of common stock, par value $.10 per share (the "Common Stock"), of
Belmont Homes, Inc. ("Belmont Homes" or the "Company"). Such shares are issuable
upon exercise of a warrant to purchase 75,000 shares of Common Stock (the
"Warrant") issued to The Suddath Companies (the "Selling Shareholder") on
October 25, 1996.
The shares offered hereby may be sold from time to time by the Selling
Shareholder after exercise of the Warrant in transactions on the Nasdaq National
Market (the "NNM"), in negotiated transactions, through the writing of options
on the shares, or a combination of such methods of sale, at prices related to
such prevailing market prices or at negotiated prices. The Selling Shareholder
may effect such transactions by selling the shares to or through broker-dealers,
and such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholder and/or the purchasers of
the shares for which such broker-dealers may act as agent or to whom they sell
as principal, or both (which compensation as to a particular broker-dealer might
be in excess of customary commissions). Sales under this Prospectus by the
Selling Shareholder are subject to contractual restrictions. See "Selling
Shareholder."
None of the proceeds from the sale of the shares by the Selling Shareholder
will be received by the Company. The Company will, however, receive proceeds
from the exercise of the Warrant, if the Warrant is eventually exercised. The
Company has agreed to bear all expenses (other than underwriting discounts and
selling commissions, and fees and expenses of counsel and other advisers to the
Selling Shareholder) in connection with the registration of the Common Stock
being offered by the Selling Shareholder. The Company has agreed to indemnify
the Selling Shareholder against certain liabilities, including liabilities under
the Securities Act.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
The Company's Common Stock is traded on the NNM under the symbol "BHIX." On
January 22, 1997, the last reported per share sale price of the Common Stock
was $9.75, as reported by the NNM.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
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 January 27, 1997
3
TABLE OF CONTENTS
PAGE
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
Risk Factors............................................................... 4
Belmont Homes, Inc......................................................... 8
Use of Proceeds............................................................ 8
Selling Shareholder........................................................ 9
Plan of Distribution....................................................... 9
Experts.................................................................... 10
Legal Matters.............................................................. 10
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports and other information with the Securities and Exchange Commission (the
"Commission"). The Company has furnished and intends to furnish reports to its
shareholders, which will include financial statements audited by its independent
certified public accounts, and such other reports as it may determine to furnish
or as required by law, including Sections 13(a) and 15(d) of the Exchange Act.
Proxy statements, reports and other information concerning the Company can be
inspected and copied at the Commission's office at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, and at its regional offices located in the
Northwestern Atrium Center, Suite 1400, 500 West Madison Street, Chicago,
Illinois 60661; and 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, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Commission maintains a web site (http://www.sec.gov) that contains reports,
proxy and information statements and other information regarding registrants
such as the Company which file electronically with the Commission. The Common
Stock is listed on the Nasdaq National Market. Proxy statements, reports and
other information concerning the Company can be inspected and copied at the
Nasdaq Operations office located at 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed a registration statement (the "Registration
Statement") on Form S-3 with respect to the Common Stock offered hereby with the
Commission under the Securities Act of 1933 (the "Securities Act"). This
Prospectus, which constitutes a part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement, certain
items of which are contained in schedules and exhibits to the Registration
Statement as permitted by the rules and regulations of the Commission.
Statements contained in this Prospectus as to the contents of any agreement,
instrument or other document referred to are not necessarily complete. With
respect to each such agreement, instrument or other document filed as an exhibit
to the Registration Statement, reference is made to the exhibit for a more
complete description of the matter involved, and each such statement shall be
deemed qualified in its entirety by such reference.
This Prospectus (including documents incorporated by reference) contains
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Discussions containing such
forward-looking statements may be found in the material set forth in
Management's Discussion and Analysis of Financial Condition and Results of
Operations in the documents incorporated by reference as well as within the
Prospectus and documents incorporated by reference generally. In addition, when
used in this Prospectus and documents incorporated by reference, the words
"anticipates" and "expects" and similar expressions are intended to
identify forward-looking statements. Such statements are subject to a number of
risks and uncertainties. Actual results in the future could differ materially
from those described in the forward-looking statements as a result of, among
other factors, the matters set forth in the Prospectus, including the Risk
Factors, and documents incorporated by reference generally. The Company
undertakes no obligation to publicly release the result of any revisions to
these forward-looking statements that may be made to reflect any future events
or circumstances.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
by the Registrant are incorporated herein by reference as of the dates thereof:
(a) Annual Report on Form 10-K for the year ended December 31, 1995 (Commission
No. 0-26142); (b) the description of the Common Stock contained in the
Registration Statement on Form 8-A, filed pursuant to Section 12 of the Exchange
Act on May 25, 1995;
2
4
(c) Quarterly Report on Form 10-Q for the period ended March 31, 1996
(Commission No. 0-26142); (d) Quarterly Report on Form 10-Q for the period ended
June 30, 1996, as amended by the Quarterly Report on Form 10-Q/A for the period
ended June 30, 1996 (Commission No. 0-26142); (e) Quarterly Report on Form 10-Q
for the period ended September 30, 1996 (Commission No. 0-26142); (f) Current
Report on Form 8-K filed by the Company with the Commission on August 30, 1996
(Commission No. 0-26142); and (g) Current Report on Form 8-K filed by the
Company with the Commission on November 13, 1996 (Commission No. 0-26142).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
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 shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in this Prospectus 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 subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any 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 or all of the documents referred to above which have been or may be
incorporated by reference herein (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference in such documents).
Requests for such copies should be directed to Secretary, Belmont Homes, Inc.,
Highway 25 South, Industrial Park Drive, Belmont, Mississippi 38827 (telephone
number 601-454-9217).
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERINGS HEREIN CONTAINED AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER TO BUY, THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT ANY INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.
3
5
RISK FACTORS
In addition to the other information contained in, or incorporated by
reference into, this Prospectus, prospective investors should consider the
following factors in evaluating the Company and its business before purchasing
any of the shares of the Common Stock offered hereby.
CYCLICAL AND SEASONAL NATURE OF THE MANUFACTURED HOUSING MARKET
The manufactured housing market historically has been highly cyclical and
seasonal and is influenced by many of the same national and regional economic
and demographic factors which affect the broader housing market, including
consumer confidence, interest rates, availability of financing, regional
population and employment trends, availability and cost of alternative housing
and general economic conditions, including recessions. The manufactured housing
industry generally experiences lower sales in the first and fourth quarters of
the year as a result of the effect of adverse weather on manufacturing,
distribution and sales efforts. The Company may, in certain periods, be affected
by these economic and seasonal trends. There can be no assurance that the
manufactured housing market will not experience future declines or that such
declines will not have a material adverse effect on the Company.
EXPANSION RISKS
The Company acquired all of the outstanding stock of Spirit Homes, Inc.
effective October 1, 1995, and acquired all of the outstanding stock of
Bellcrest Homes, Inc. on October 25, 1996. The future results of operations of
the Company are dependant, in part, upon the ability of management to assimilate
the operations of these acquisitions, as well as any future acquisitions, into
the Company and to oversee these expanded operations. The Company's ability to
manage these and any future acquisitions will depend upon a number of factors,
including the Company's capital resources, the availability of suitable
facility locations on acceptable terms, its ability to hire a sufficient number
of experienced plant management personnel, skilled workers and other employees,
and its ability to control operating and production costs. There can be no
assurance that the Company will be successful in entering new markets or that
these recent acquisitions or its manufacturing expansion will not have an
adverse effect on the Company's operating results, particularly in the fiscal
quarters during which management attempts to implement the Company's clustering
concept and other operating strategies. If the manufactured housing industry
suffers a downturn, or if demand for the Company's homes declines, such a
downturn or decline could result in the Company having significant excess
manufacturing capacity, which in turn could adversely affect the Company's
results of operations or financial condition.
REGIONAL MARKET CONCENTRATION
Sales to dealers in the Southeast and Southwest account for a significant
portion of the Company's net sales. Although management believes, based on the
Company's current shipment levels, that the manufactured housing market is
strong, demographic factors and economic conditions in the Company's primary and
secondary markets have adversely affected the industry in the past and could
have a material adverse effect on the Company's sales in the future.
DEPENDENCE ON KEY PERSONNEL
The success of the Company is dependent upon the continued services of the
Company's senior management, particularly upon its President and Chief Executive
Officer, Jerold Kennedy. The loss of the services of Mr. Kennedy or any other
member of senior management could have a material adverse effect on the
Company's business. In addition, the Company's continued growth will depend upon
its ability to attract and retain experienced management personnel.
On November 5, 1996, the Company announced that Mr. Kennedy had been
diagnosed with a small lung tumor. According to Mr. Kennedy's physicians, the
cancerous growth was detected very early and extensive testing indicated no
spread of the tumor. The current prognosis for complete remission of the cancer
is excellent.
4
6
LIMITED LABOR SUPPLY
The Company has experienced shortages of available labor at its facilities
from time to time in the past. In connection with any additional expansion, the
Company will need to find, hire and train additional employees. There can be no
assurance that the Company will be able to hire a sufficient number of
employees, including skilled workers, or that the Company's wage expense will
not increase as a result of a shortage in the supply of available workers.
AVAILABILITY AND PRICE OF RAW MATERIALS
The Company is dependent upon outside suppliers for all of its raw material
needs and, therefore, is subject to price increases and delays in receiving
supplies of lumber, gypsum, particleboard, paneling, insulation, steel, wiring,
plumbing and other materials. A sudden increase in the demand for raw materials,
particularly lumber and insulation, could delay delivery times for supplies and
significantly affect prices. In the past, the Company has added a lumber
surcharge to the price of its homes to offset anticipated lumber price
increases. No assurance can be given that the Company will continue to have
available necessary raw materials at reasonable prices or that any increases in
raw material costs would not have a material adverse effect on the Company's
profitability. After a home is ordered, the Company does not adjust the sales
price of the home, and, therefore, none of the Company's backlog of homes on
order reflect subsequent material cost increases.
AVAILABILITY OF DEALER AND CONSUMER FINANCING
The Company's dealers and the retail purchasers of the Company's homes
normally secure financing from third-party lenders. The availability, interest
rate and other costs of such financing are dependent on the lending practices of
financial institutions, governmental policies and economic and other conditions,
all of which are beyond the control of the Company. Interest rates for
manufactured home loans are generally higher, and the terms of these loans
shorter, than loans for site-built homes. Additionally, manufactured home
financing is at times more difficult to obtain than conventional home mortgages.
COMPETITION
The manufactured housing industry is highly competitive, and the barriers
to entry into the industry are relatively low. Competition exists at the
manufacturing and retail levels in terms of price, product quality and features,
warranty and repair service and the availability of dealer and retail customer
financing. There are numerous companies that are in direct competition with the
Company in the states where the Company's homes are sold, and many of these
competitors have been operating longer and have substantially greater
manufacturing, financial and other resources than the Company. Certain of the
Company's competitors provide customers with financing from captive finance
subsidiaries. Additionally, management believes that a significant amount of new
manufactured housing production capacity has been developed in the past three
years. A downturn in the manufactured housing industry could result in excess
industry capacity, which in turn could result in increased competition adversely
5
7
affecting the Company's results of operations or financial condition. In
addition, the Company competes with other manufacturers, some of which maintain
their own retail sales centers, for quality independent dealers. Manufactured
homes also compete with apartments, townhouses, condominiums and prefabricated,
modular site-built homes. A contraction in consumer credit could provide an
advantage to those competitors with substantial capital resources or captive
financing capabilities.
CONTINGENT LIABILITIES
As is customary in the manufactured housing industry, substantially all of
the Company's dealers finance their purchases through "floor plan" arrangements
under which a financial institution provides the dealer with a loan for the
purchase price of the home and maintains a security interest in the home as
collateral. In connection with a floor plan arrangement, the financial
institution which provides the dealer financing customarily requires the Company
to enter into a separate repurchase agreement with the financial institution
under which the Company is obligated, upon default by the dealer, to repurchase
the homes in an amount equal to the unpaid balance, plus certain administrative
and handling expenses. No assurance can be given that the Company will not
suffer losses with respect to, and as a consequence of, these financing
arrangements.
The Company maintains a warranty reserve which management believes is
adequate to cover estimated warranty claims to be incurred. If the Company
were to incur warranty and service expense in amounts significantly in excess
of the Company's warranty reserve, the Company's results of operations or
financial condition could be adversely affected.
POSSIBLE VOLATILITY OF STOCK PRICE
The market price of the Common Stock could be subject to significant
fluctuations in response to variations in financial results or announcements of
material events by the Company or its competitors. Regulatory changes,
developments in the manufactured housing industry or changes in general
conditions in the economy or the financial markets could also adversely affect
the market price of the Common Stock.
REGULATION
The Company's operations are subject to a variety of federal, state and
local laws. The National Manufactured Housing Construction and Safety Standards
Act of 1974 and regulations promulgated thereunder by the U.S. Department of
Housing and Urban Development ("HUD") impose comprehensive national construction
standards for manufactured homes and preempt conflicting state and local
regulations. Failure to comply with the HUD regulations could expose the Company
to a wide variety of sanctions, including closing the Company's facilities.
Effective July 14, 1994, HUD adopted regulations which divide the United States
into three "Wind Zones" and impose more stringent construction standards for
homes to be sold in areas designated as Wind Zones II or III, in which the
Company currently sells homes. The regulations have resulted in higher
manufacturing and dealer costs and, therefore, may adversely affect sales in
Wind Zones II and III. HUD is also reviewing the existing wind load capacity
regulations for all other areas of the United States, and the Company cannot
predict if additional regulations will be adopted or the effect such regulations
would have on the Company or the manufactured housing industry as a whole.
Additionally, effective October 25, 1994, HUD adopted regulations which divide
the United States into three "Thermal Zones" and impose more stringent energy
conservation standards for homes to be sold therein. Manufacturing costs have
increased for all of the Company's homes as a result of the Thermal Zone
regulations. Although the Company has increased the sales price of its homes to
cover increases in manufacturing costs, there can be no assurance that such
price increases will continue to be accepted by its customers and will not
adversely affect sales. In addition, certain components of manufactured homes
are subject to regulation by the U.S. Consumer Product Safety Commission (the
"CPSC"). Some states require that manufactured home producers post bonds to
ensure the satisfaction of consumer warranty claims. Manufactured homes are also
subject to other federal, state and local regulations, including local zoning
restrictions and environmental regulations.
6
8
POTENTIAL ENVIRONMENTAL LIABILITY AND COMPLIANCE WITH REGULATIONS
The Company's operations are subject to federal, state and local laws and
regulations relating to the generation, storage, handling, emission,
transportation, disposal and discharge of materials into the environment.
Governmental authorities have the power to enforce compliance with these
regulations, and violations may result in the payment of fines or the entry of
injunctions, or both. Furthermore, the requirements of such environmental laws
and enforcement policies have generally become stricter in recent years. The
Company currently does not believe existing environmental laws and enforcement
policies will have a material adverse effect on its operating results or
financial condition. The Company is unable to give any assurance, however, that
the ultimate cost of compliance with environmental laws and enforcement policies
will not have a material adverse effect.
TRANSACTIONS WITH AFFILIATED INDIVIDUALS OR ENTITIES
The Company historically has constructed its facilities and obtained a
significant percentage of its financing through transactions with affiliated
individuals or entities, in some cases on terms more favorable to the Company
than were available from unrelated third parties. On December 13, 1994, the
Board of Directors adopted a policy that any future transactions with affiliated
individuals or entities will be on terms no less favorable to the Company than
are reasonably available from unrelated third parties and that any such
transactions with affiliates will require the approval of a majority of the
directors who do not have a material interest in and are not parties to the
transaction. As a result of this policy, there can be no assurance that the
Company will be able to construct new facilities or obtain financing on the same
terms and conditions as were available in the past.
CERTAIN ANTI-TAKEOVER PROVISIONS
Certain provisions of Mississippi law may make a change in control of the
Company more difficult to effect, even if a change in control were in the
stockholders' interest. In addition, the Company's Restated Articles of
Incorporation allow the Board of Directors to determine the terms of preferred
stock which may be issued by the Company without approval of the holders of
Common Stock. Moreover, the Board of Directors may convert to a staggered board
as allowed by Mississippi law at any time there are nine directors. The ability
of the Company to issue preferred stock or implement a staggered board in such
manner could enable the Board of Directors to prevent changes in management and
control of the Company.
7
9
BELMONT HOMES, INC.
The Company produces and markets a variety of single- and double-section
manufactured homes under a variety of brand names through approximately 410
dealers and 550 sales centers in 20 states, primarily in the southern United
States. The Company has long-established relationships with most of its dealers,
and management believes these relationships contribute significantly to the
Company's successful selling efforts. The Company targets its homes to a variety
of price points within the moderately-priced segment of the manufactured housing
market. The Company's single-section homes range in size from 652 square feet to
1,248 square feet and sell at retail prices between $13,500 and $30,000. The
Company's double-section homes range in size from 1,072 square feet to 2,036
square feet and sell at retail prices between $22,000 and $49,000. The Company
manufactures homes in eleven production facilities, five of which are located in
Mississippi, four of which are located in Arkansas, and two of which are located
in Georgia. The Company, which operated three production facilities during 1994,
has opened or acquired four facilities in 1995, four in 1996 and has announced
the construction of a new plant in Russelville, Alabama scheduled to be
completed in the spring of 1997.
The executive offices of Belmont are located at Highway 25 South,
Industrial Park Drive, Belmont, Mississippi 38827, and its telephone number is
601-454-9217.
The shares of Common Stock offered hereby will be purchased by the Selling
Shareholder upon the exercise of the Warrant and will be sold for the account of
the Selling Shareholder.
USE OF PROCEEDS
All of the shares of Common Stock are being offered by the Selling
Shareholder. Belmont Homes will not receive any proceeds from the sale of shares
of Common Stock by the Selling Shareholder. Belmont Homes will, however, receive
proceeds from the exercise of the Warrant, if the Warrant is eventually
exercised.
8
10
SELLING SHAREHOLDER
The following table sets forth certain information regarding beneficial
ownership of the Common Stock by the Selling Shareholder as of the date of this
Prospectus, and the number of shares that may be offered hereby for the account
of the Selling Shareholder from time to time. As of the date of this Prospectus,
all of the shares beneficially owned by the Selling Shareholder are issuable to
the Selling Shareholder upon exercise of the Warrant. The Warrant represents the
right of the Selling Shareholder to purchase up to 75,000 shares of Common Stock
for approximately $14.66 per share. The Warrant contains customary antidilution
provisions requiring adjustment in the exercise price and the number of shares
for which the Warrant is exercisable in certain circumstances. The Warrant
expires on October 25, 2001. Sales of the Common Stock by the Selling
Shareholder are limited by the terms of the Registration Rights Agreement, dated
October 25, 1996, between the Company and the Selling Shareholder (the
"Registration Rights Agreement"). Pursuant to the Registration Rights Agreement,
the Selling Shareholder may not sell more than 11,250 shares of Common Stock in
any 90-day period, except that such amount, to the extent unsold, shall cumulate
for subsequent 90-day periods.
Beneficial Ownership Prior Beneficial Ownership After
to Offering Offering
Number of
Number of Shares Being Number of
Name of Shareholder Shares Percent Sold Shares Percent
- ------------------- --------- ------- ------------ --------- -------
The Suddath Companies 75,000 * 75,000 --- *
- --------------------
* Less than 1%
PLAN OF DISTRIBUTION
The shares of Common Stock being offered by the Selling Shareholder are
offered for its own account. The Company will not receive any of the proceeds
from any eventual sales of such shares of Common Stock. The shares may be
offered by the Selling Shareholder from time to time in transactions through the
NNM, in negotiated transactions, through the writing of options on the shares,
or a combination of such methods of sale, at prices related to prevailing market
prices, or at negotiated prices. The Selling Shareholder may effect such
transactions by selling the shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholder and/or the purchasers of the shares for
which such broker-dealers may act as agent or to whom they sell as principal, or
both (which compensation as to a particular broker-dealer might be in excess of
customary commissions).
The Selling Shareholder and any broker-dealer who acts in connection with
the sale of the shares hereunder may be deemed to be an "underwriter" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
them and profit on any resale of the shares as principal may be deemed to be
underwriting discounts and commissions under the Securities Act.
9
11
EXPERTS
The financial statements of Belmont Homes, Inc. as of and for the years
ended December 31, 1995 and 1994, and for the period from June 1, 1993 to
December 31, 1993, and the statements of income, shareholders equity and cash
flows of BHI, Inc. (Predecessor) for the period from January 1, 1993 to May 31,
1993 have been incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
LEGAL MATTERS
Certain legal matters with respect to the validity of the shares of Common
Stock offered hereby have been passed upon by Waller Lansden Dortch & Davis, A
Professional Limited Liability Company, Nashville, Tennessee, special counsel to
the Company.
10
12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Expenses to be incurred in connection with this Registration Statement are
as follows:
Registration fee to the Securities
and Exchange Commission $ 231.82
Accounting fees and expenses * 2,000.00
Legal fees and expenses * 10,000.00
Miscellaneous expenses * 1,000.00
Total * $13,231.82
==========
--------------------
* Estimated
The registrant has agreed to bear all expenses (other than underwriting
discounts and selling commissions, and fees and expenses of counsel and other
advisors to the Selling Shareholder) in connection with the registration and
sale of the shares being offered by the Selling Shareholder.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) Article 8 of the Company's Restated Articles of Incorporation provides
as follows:
Indemnification. (a) The Company shall indemnify, and upon
request shall advance expenses prior to final disposition of a
proceeding to, any person (or the estate or personal representative of
any person) who was or is a party to, or is threatened to be made a
party to, any threatened, pending or completed action, suit or
proceeding, whether or not by or in the right of the Company, and
whether civil, criminal, administrative, investigative or otherwise,
by reason of the fact that such person is or was a director, officer,
employee or agent of the Company, or is or was serving at the request
of the Company as a director, officer, partner, trustee, employee or
agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against any liability
incurred in the action, suit or proceeding: (a) to the full extent
permitted by Section 79-4-8.51 of the Mississippi Business Corporation
Act (the "Act"), and (b) despite the fact that such person has not met
the standard of conduct set forth in Section 79-4-8.51(a) of the Act
or would be disqualified for indemnification under Section
79-4-8.51(d) of the Act, if a determination is made by a person or
persons enumerated in Section 79-4-8.55(b) of the Act that (i) the
director, officer, employee or agent is fairly and reasonably entitled
to indemnification in view of all of the relevant circumstances, and
(ii) the acts or omissions of the officer, employee or agent did not
constitute gross negligence or willful misconduct. A request for
reimbursement or advancement of expenses prior to final disposition of
the proceeding need not be accompanied by the affirmation required by
Section 79-4-8.53(1) of the Act, but the remaining provisions of
Section 79-4-8.53 of the Act shall be applicable to any such
II-1
13
request. The Company may, to the full extent permitted by law,
purchase and maintain insurance on behalf of any such person against
any liability which may be asserted against him or her.
(b) The rights to indemnification and advancement of expenses set
forth in Subsection (a) of this Article 8 are intended to be more
extensive than those which are provided for with respect to permissive
indemnification in the Act, are contractual between the Company and
the person being indemnified, and the heirs, executors and
administrators of such person, and in this respect are mandatory,
notwithstanding a person's failure to meet the standard of conduct
required for permissive indemnification under the Act, as amended from
time to time. The rights to indemnification and advancement of
expenses set forth in Subsection (a) of this Article 8 shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancements of expenses may be entitled or granted
by law, these Restated Articles of Incorporation, the bylaws, a
resolution of the Board of Directors, vote of the shareholders of the
Company, or an agreement with the Company, which means of
indemnification and advancement of expenses are hereby specifically
authorized. Any repeal or modification of the provisions of this
Article 8 shall not affect any obligations of the Company or any
rights regarding indemnification and advancement of expenses of a
director, officer, employee or agent with respect to any threatened,
pending or completed action, suit or proceeding for which
indemnification or the advancement of expenses is requested, in which
the alleged cause of action accrued at any time prior to such repeal
or modification. If an amendment to the Act hereafter limits or
restricts in any way the indemnification rights permitted by law as of
the date hereof, such amendment shall apply only to the extent
mandated by law and only to activities of persons subject to
indemnification under this Article 8 which occur subsequent to the
effective date of such amendment.
(c) If this Article 8 or any portion thereof shall be invalidated
on any ground by any court of competent jurisdiction, then the Company
shall nevertheless indemnify each director, officer, employee or agent
of the Company as to any liability incurred or other amounts paid in
with respect to any proceeding, including, without limitation, a grand
jury proceeding and any proceeding by or in the right of the Company,
to the fullest extent permitted by any applicable portion of this
Article 8 that shall not have been invalidated, by the Act, or by any
other applicable law. Unless the context otherwise requires, terms
used in this Article 8 shall have the meanings given in Section
79-4-8.50 of the Act.
(b) In addition to the foregoing provisions of the Restated Articles of
Incorporation of the Registrant, officers, employees and agents of the
Registrant may be indemnified by the Registrant pursuant to the provisions of
Section 79-4-8.56 of the Mississippi Business Corporation Act.
II-2
14
ITEM 16. EXHIBITS.
4.1 Article 5 of the Restated Articles of Incorporation of Registrant (included in Exhibit 3.1)
(incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form S-1,
Registration No. 33-87868).
4.2 Specimen of Common Stock certificate (incorporated by reference to Exhibit 4.2 of the
Registrant's Registration Statement on Form S-1, Registration No. 33-87868).
5 Opinion of Waller Lansden Dortch & Davis, A Professional Limited Liability Company.
21 Subsidiaries of the Registrant.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Waller Lansden Dortch & Davis, A Professional Limited Liability Company (contained
in their opinion filed as Exhibit 5 to this Registration Statement).
24 Power of Attorney (included on signature page).
99.1 Registration Rights Agreement dated October 25, 1996, between the Registrant and The Suddath
Companies.
99.2 Warrant Agreement dated October 25, 1996, between the Registrant and The Suddath Companies.
II-3
15
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change of such information in the
Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Belmont, State of Mississippi, on January 23, 1997.
BELMONT HOMES, INC.
By: /s/ Jerold Kennedy
-------------------------------------
Jerold Kennedy,
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Jerold Kennedy and William A. Sheffield
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as each might or could do in
person hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ A. Douglas Jumper, Sr. Chairman of the Board; January 23, 1997
- --------------------------- Director
A. Douglas Jumper, Sr.
/s/ Jerold Kennedy President and Chief Executive January 23, 1997
- --------------------------- Officer; Director
Jerold Kennedy (principal executive officer)
/s/ William A. Sheffield
- --------------------------- Chief Financial Officer January 23, 1997
William A. Sheffield (principal financial
and accounting officer)
/s/ Thomas D. Keenum, Sr.
- --------------------------- Secretary/Treasurer and January 23, 1997
Thomas D. Keenum, Sr. General Counsel; Director
II-5
17
/s/ Don D. Murphy
- --------------------------- Director January 23, 1997
Don D. Murphy
- --------------------------- President of Spirit Homes; January ____, 1997
John W. Allison Director
/s/ Roger D. Moore Director of Sales and January 23, 1997
- --------------------------- Marketing; Director
Roger D. Moore
- --------------------------- Director January ____, 1997
Hollis Sparks
- --------------------------- Director January ____, 1997
J.M. Page
II-6