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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): August 14, 1997
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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)
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FORWARD-LOOKING STATEMENTS
This report, and the press release incorporated herein by reference,
contain forward-looking statements regarding the business and industry of
Belmont Homes, Inc., including, without limitation, those regarding the
transactions contemplated by the Agreement, integration of the businesses of its
subsidiaries and with Cavalier, the growth and financing strategies of Belmont,
the effective implementation of Belmont's business or growth strategy, and other
statements regarding trends relating to the manufactured home industry and
various other items. Such statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
and achievements of Belmont to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such factors include, conditions precedent set forth in the
Agreement (including the affirmative vote of Belmont's shareholders), compliance
with applicable regulations and laws, general economic and business conditions;
industry trends; demographic changes; competition; raw material and labor costs
and availability; import protection and regulation; relationships with
customers, distributors or dealers; changes in the business strategy or
development plans of the Company; the availability, terms and development of
capital; changes in or failure to identify or consummate successful acquisitions
or to assimilate the operations of any acquired businesses with those of Belmont
or failure to assimilate Belmont with the operations of Cavalier; the
availability of other forms of housing; the availability of consumer credit;
general inflationary pressures; and government regulation.
Item 5. Other Events.
On August 14, 1997, Belmont Homes, Inc. (the "Company") entered into a
definitive Agreement and Plan of Merger with Cavalier Homes, Inc. ("Cavalier"),
and a wholly-owned subsidiary of Cavalier (the "Subsidiary"), pursuant to which,
subject to various conditions, including the receipt of applicable regulatory
approvals, the approval of the shareholders of the Company, and the approval of
the stockholders of Cavalier, the Company will merge with the Subsidiary and
will, as a result, become a wholly-owned subsidiary of Cavalier (the
"Agreement"). A copy of the Agreement is attached hereto as Exhibit 2.1 and is
incorporated herein by reference. In addition, also on August 14, 1997, the
Company issued a press release announcing the execution of the Agreement, which
press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
2.1 Agreement and Plan of Merger, dated August 14, 1997, by and
among Belmont Homes, Inc., Crimson Acquisition Corp. and
Cavalier Homes, Inc.
99.1 Press Release, dated August 14, 1997
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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.
/s/ William M. Kunkel
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William M. Kunkel
Its: Vice President and Chief Financial Officer
Date: August 19, 1997