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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
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AMERICAN HOMESTAR CORPORATION
(Exact name of registrant as specified in its charter)
Texas 75-0070846
(State of incorporation) (I.R.S. employer identification number)
2450 South Shore Boulevard, Suite 300
League City, Texas 77573
(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
NONE NONE
If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ X ]
Securities Act registration statement file number to which this form
relates: N/A (if applicable).
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Series C common stock, $.01 par value per share
Series M common stock, $.01 par value per share
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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GENERAL
On August 14, 2001, the U.S. Bankruptcy Court for the Southern District of Texas
entered an order approving the Third Amended Joint Plan of Reorganization (the
"Plan") of American Homestar Corporation, a Texas corporation (the "Company")
and 21 of its subsidiaries/affiliates. On October 3, 2001, the Company and its
subsidiaries emerged from Chapter 11 of the Bankruptcy Code pursuant to the
terms of the Plan. Under the terms of the Plan, the Company is authorized to
issue 22.5 million shares of common stock, $.01 par value per share, consisting
of 15 million shares of Series C common stock and 7.5 million shares of Series M
common stock. The Company is not authorized to issue any shares of preferred
stock.
The following description of the common stock of the Company and certain
provisions of the Company's Articles of Incorporation, as amended, and the
Company's bylaws, as amended, is a summary only and is qualified in its entirety
by the Articles and the bylaws which have are incorporated herein by reference.
COMMON STOCK
Series C common Stock and Series M common stock are identical in all respects
and vote as a single class on all matters, except that for all elections of
directors on or before September 1, 2006, holders of Series C common stock
voting as a separate class shall have the right to elect two directors (the
"Series C Directors"), holders of Series M common stock voting as a separate
class shall have the right to elect two directors (the "Series M Directors"),
and holders of Series C common stock and Series M common stock voting together
as a single class shall have the right to elect one director (the "Series I
Director"). The holders of Series C common stock and Series M common stock are
entitled to one vote per share on all matters to be voted upon by shareholders,
except as set forth in the preceding sentence.
For all elections of directors prior to September 1, 2006: (i) any Series C
Director shall be nominated by the unanimous vote of the remaining Series C
Directors (or, if none, by the vote of the holders of a majority of the issued
and outstanding shares of Series C Stock (as defined below)); (ii) any Series M
Director shall be nominated by the unanimous vote of the remaining Series M
Directors (or if none, by the holders of a majority of the issued and
outstanding shares of Series M Stock (as defined below)); and (iii) the Series I
Director shall be nominated by the unanimous vote of all of the Series M
Directors and all of the Series C directors then in office. For all elections
of directors after September 1, 2006, nominations of persons for election to the
Board of Directors of the Corporation may be made at a meeting of shareholders
(a) by or at the direction of the Board of Directors or (b) by any shareholder
of the Corporation who is a shareholder of record on the record date for an
election.
Until September 1, 2006 (a) any vacancy among the Series C Directors may be
filled by the remaining Series C Director, or if there is no remaining Series C
Director, by the vote of the holders of Series C Stock, (b) any vacancy among
the Series M Directors may be filled by the remaining Series M Director, or if
there is no remaining Series M Director, by the vote of the holders of Series M
Stock, and (c) any vacancy in the Series I Director shall be filled as
contemplated in the nomination provisions discussed above. After September 1,
2006, any vacancy occurring in the Board of Directors by death, resignation,
removal or otherwise may be filled by the vote of the remaining Directors though
less than a quorum of the Board of Directors. A Director elected to fill a
vacancy will be elected for the unexpired term of his predecessor in office. A
directorship to be filled by reason of an increase in the number of Directors
may be filled by the Board of Directors for a term of office only until the next
election of one or more Directors by the shareholders.
Subject to the relative rights, limitations and preferences of the holders of
any then outstanding preferred stock, holders of common stock are entitled,
among other things, (i) to share ratably in dividends if, when and as declared
by the board of directors out of funds legally available therefor and (ii) in
the event of liquidation, dissolution or winding-up of the Company, to share
ratably in the distribution of assets legally available therefor, after payment
of debts and expenses. The holders of common stock do not have cumulative voting
rights in the election of directors and have no preemptive rights to subscribe
for additional shares of capital stock of the Company. The rights, preferences
and privileges of holders of common stock will be subject to the terms of any
series of preferred stock that the Company may authorize and issue in the
future.
Pursuant to the Company's Articles of Incorporation, for a period of twenty-four
(24) months from and after the date of original issuance of shares of common
stock pursuant to the Plan, no holder of shares will be able to transfer any
shares or any interest in the shares without the approval of the board of
directors of the Company.
ANTI-TAKEOVER PROVISIONS
The provisions of Texas law and the Company's Articles and bylaws summarized
below may have an anti-takeover effect and may delay, defer or prevent a tender
offer or takeover attempt that a shareholder might consider in his or her best
interest, including those attempts that might result in a premium over the
market price for the shares of common stock.
BUSINESS COMBINATIONS UNDER TEXAS LAW
The Company is subject to Part Thirteen of the Texas Business Corporation Act,
known as the "Business Combination Law." In general, the Business Combination
Law will prevent the Company from engaging in a business combination with an
affiliated shareholder, or any affiliate or associate of an affiliated
shareholder, for a three-year period after the date such person became an
affiliated shareholder, unless:
- the Company's board of directors approves the acquisition of shares
that causes such person to become an affiliated shareholder before the
date such person becomes an affiliated shareholder;
- the Company's board of directors approves the business combination
before the date such person becomes an affiliated shareholder; or
- holders of at least two-thirds of the Company's outstanding voting
shares not beneficially owned by the affiliated shareholder or its
affiliates or associates approve the business combination within six
months after the date such person becomes an affiliated shareholder.
Under the Business Combination Law, any person that owns or has owned 20% or
more of the Company's voting shares during the preceding three-year period is an
"affiliated shareholder." The law defines "business combination" generally as
including:
- mergers, share exchanges or conversions involving an affiliated
shareholder;
- dispositions of assets involving an affiliated shareholder:
--having an aggregate value equal to 10% or more of the market value
of the Company's assets,
--having an aggregate value equal to 10% or more of the market value
of the Company's outstanding common stock, or
--representing 10% or more of the Company's earning power or net
income;
- issuances or transfers of securities to an affiliated shareholder
other than on a pro rata basis;
- plans or agreements relating to liquidation or dissolution involving
an affiliated shareholder,
- reclassifications, recapitalizations, distributions or other
transactions that would have the effect of increasing an affiliated
shareholder's percentage ownership of outstanding voting stock; and
- the receipt of tax, guarantee, pledge, loan or other financial
benefits by an affiliated shareholder other than proportionally as a
shareholder.
WRITTEN CONSENT OF SHAREHOLDERS
The Articles and bylaws provide that any action by shareholders may be taken at
an annual or special meeting of shareholders or by written consent signed by the
holders of shares having not less than the minimum number of votes that would be
necessary to take such action at a meeting at which all shareholders entitled to
vote on the action were present and voted. Special meetings of the shareholders
may be called by the chairman or vice-chairman of the board of directors, the
president, the board of directors, or upon the written request of not less than
25% of shares entitled to be cast at a special meeting.
LIMITATION OF DIRECTORS' LIABILITY AND INDEMNIFICATION ARRANGEMENTS
The Articles provide that to the fullest extent permitted by the laws of the
State of Texas, no director shall be personally liable to the Company or its
shareholders for monetary damages for an act or omission in the director's
capacity as a director.
The bylaws provide that the Company will indemnify its directors to the fullest
extent permitted by the Texas Business Corporations Act, and may, if and to the
extent authorized by the board of directors, indemnify its officers and any
other person whom the Company has the power to indemnify against liability,
reasonable expense or other matters. The Company may, at the discretion of the
board of directors, purchase and maintain insurance on behalf of the Company and
any person whom the Company has the power to indemnify pursuant to law, the
Articles or the bylaws.
ITEM 2. EXHIBITS.
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The following exhibits are filed as part of this Registration Statement on Form
8-A.
1. Amended Restated Articles of Incorporation of the Company (incorporated
herein by reference to Exhibit 3.1 to the Company's Quarterly Report on
Form 10-Q filed with the SEC on May 10, 2002).
2. Amended and Restated Bylaws of the Company (incorporated herein by
reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q
filed with the SEC on May 10, 2002).
SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this Form 8-A Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
AMERICAN HOMESTAR CORPORATION
By: /s/ Craig A. Reynolds
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Craig A. Reynolds
Executive Vice-President, Chief Financial Officer
and Secretary
Date: December 27, 2002