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OMB APPROVAL
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OMB Number: 3235-0145
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Expires: February 28, 2009
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Estimated average burden hours per response...14.5
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
(Name of Issuer)
Common Stock, $0.10 par value per share
(Title of Class of Securities)
(CUSIP Number)
Legacy Housing, LTD.
Attn: Curtis D. Hodgson
15400 Knoll Trail, Suite 101, Box 25
Dallas, TX 75248
Tel. No.: (972) 661-1821
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
- with copies to -
Joseph L. Motes III
Akin Gump Strauss Hauer & Feld LLP
1700 Pacific Avenue, Suite
4100
Dallas, Texas 75201-4618
(214) 969-2800
February 5, 2009
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be filed for the
purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or
otherwise subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
Legacy Housing, LTD.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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7
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SOLE VOTING POWER
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NUMBER OF
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155,000
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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155,000
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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155,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.8%
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14
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TYPE OF REPORTING PERSON
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PN
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Page 2 of 21
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1
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NAMES OF REPORTING PERSONS
GPLH, LC.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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155,000
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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155,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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155,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.8%
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14
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TYPE OF REPORTING PERSON
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OO
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Page 3 of 21
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1
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NAMES OF REPORTING PERSONS
Shipley Brothers, LTD.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC, AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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7
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SOLE VOTING POWER
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NUMBER OF
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637,392
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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155,000
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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637,392
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WITH
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10
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SHARED DISPOSITIVE POWER
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155,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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792,392
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.3%
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14
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TYPE OF REPORTING PERSON
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PN
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Page 4 of 21
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1
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NAMES OF REPORTING PERSONS
K-Shipley, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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792,392
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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792,392
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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792,392
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
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|
|
o
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|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.3%
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14
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TYPE OF REPORTING PERSON
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OO
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Page 5 of 21
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1
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NAMES OF REPORTING PERSONS
D-Shipley, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
|
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3
|
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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|
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
Texas
|
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7
|
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SOLE VOTING POWER
|
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NUMBER OF
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0
|
|
|
|
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SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
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OWNED BY
|
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792,392
|
|
|
|
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EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
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|
PERSON
|
|
0
|
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|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
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|
|
|
|
792,392
|
|
|
|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
792,392
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
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|
|
o
|
|
|
|
13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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4.3%
|
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|
14
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TYPE OF REPORTING PERSON
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OO
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Page 6 of 21
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1
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NAMES OF REPORTING PERSONS
B-Shipley, LLC
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
|
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|
|
3
|
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SEC USE ONLY
|
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|
|
|
|
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|
4
|
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SOURCE OF FUNDS
|
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AF
|
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|
5
|
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
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|
o
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
Texas
|
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|
7
|
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SOLE VOTING POWER
|
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|
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NUMBER OF
|
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0
|
|
|
|
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SHARES
|
8
|
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SHARED VOTING POWER
|
BENEFICIALLY
|
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OWNED BY
|
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792,392
|
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EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
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|
PERSON
|
|
0
|
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WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
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|
|
|
|
792,392
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
792,392
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
4.3%
|
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|
|
14
|
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TYPE OF REPORTING PERSON
|
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|
OO
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Page 7 of 21
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1
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NAMES OF REPORTING PERSONS
Federal Investors Servicing, LTD
|
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
|
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(b)
þ
|
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|
|
3
|
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SEC USE ONLY
|
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|
|
|
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|
4
|
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SOURCE OF FUNDS
|
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|
WC
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5
|
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
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|
|
o
|
|
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
Texas
|
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7
|
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SOLE VOTING POWER
|
|
|
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NUMBER OF
|
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133,000
|
|
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|
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SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
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|
OWNED BY
|
|
0
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
133,000
|
|
|
|
|
WITH
|
10
|
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
133,000
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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|
0.7%
|
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|
|
14
|
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TYPE OF REPORTING PERSON
|
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PN
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Page 8 of 21
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1
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NAMES OF REPORTING PERSONS
Federal Investors Management, L.C.
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
AF
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Texas
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
133,000
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
133,000
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
133,000
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
0.7%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
OO
|
Page 9 of 21
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Kenneth E. Shipley
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
AF
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
925,392
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
925,392
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
925,392
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
5.0%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
Page 10 of 21
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Curtis D. Hodgson
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
PF, AF
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
765,000
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
155,000
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
765,000
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
155,000
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
920,000
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
4.9%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
Page 11 of 21
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Douglas M. Shipley
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
AF
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
792,392
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
792,392
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
792,392
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
4.3%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
Page 12 of 21
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Billy J. Shipley
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
AF
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
792,392
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
792,392
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
792,392
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
4.3%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
Page 13 of 21
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Michael R. OConnor
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
PF
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
300
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
0
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
300
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
300
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
0.0%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
Page 14 of 21
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 to Schedule 13D (the
Amendment
) is being filed on behalf of Legacy
Housing, LTD., GPLH, L.C., Shipley Brothers, LTD., K-Shipley, LLC, D-Shipley, LLC, B-Shipley, LLC,
Federal Investor Servicing, LTD., Federal Investors Management, L.C., Kenneth E. Shipley, Curtis D.
Hodgson, Douglas M. Shipley, Billy J. Shipley and Michael R. OConnor relating to shares of common
stock of Cavalier Homes, Inc., a Delaware corporation. This Amendment modifies the original
Schedule 13D filed with the Securities and Exchange Commission on February 2, 2009 (the
Original
13D
).
Item 2.
Identity and Background
Item 2 of the Original 13D is hereby amended and restated in its entirety to read as follows:
This statement is filed by: (a) Legacy Housing, LTD., a Texas limited partnership (
Legacy
),
(b) GPLH, LC, a Texas limited liability company which serves as the general partner of Legacy
(
GPLH
), (c) Shipley Brothers, LTD, a Texas limited partnership which serves as a manager of GPLH
(
Shipley LTD
), (d) K-Shipley, LLC, a Texas limited liability company which serves as a general
partner of Shipley LTD (
K-Shipley
), (e) D-Shipley, LLC, a Texas limited liability company which
serves as a general partner of Shipley LTD (
D-Shipley
), (f) B-Shipley, LLC, a Texas limited
liability company which serves as a general partner of Shipley LTD (
B-Shipley
), (g) Federal
Investors Servicing, LTD., a Texas limited partnership (
Federal Servicing
), (h) Federal Investors
Management, L.C., a Texas limited liability company which serves as the general partner of Federal
Servicing (
Federal Management
), (i) Kenneth E. Shipley, the president and assistant secretary of
GPLH, the president and sole member of K-Shipley and the president and manager of Federal
Management and a citizen of the United States, (j) Curtis D. Hodgson, the vice president,
secretary and manager of GPLH and a citizen of the United States, (k) Douglas M. Shipley, the
president and sole member of D-Shipley and the secretary of Federal Management and a citizen of the
United States, (l) Billy J. Shipley, the president and sole member of B-Shipley and the vice
president of Federal Management and a citizen of the United States, and (m) Michael R. OConnor, a
citizen of the United States (together with Legacy, GPLH, Shipley LTD, K-Shipley,
D-Shipley,
B-Shipley, Federal Servicing, Federal Management, Kenneth Shipley, Curtis Hodgson, Douglas Shipley
and Billy Shipley, the
Reporting Persons
).
Legacy is primarily engaged in the business of mobile home financing and manufacturing. GPLH
is primarily engaged in the business of acting as the general partner of Legacy. Shipley LTD is
primarily engaged in the business of mobile home sales and of acting as manager of Legacy.
K-Shipley, D-Shipley and B-Shipley are primarily engaged in the business of acting as the general
partners of Shipley LTD. Federal Servicing is primarily engaged in the business of mobile home
financing. Federal Management is primarily engaged in the business of acting as the general
partner of Federal Servicing. The principal occupation of Kenneth E. Shipley is acting as operator
of Bell Mobile Homes, as president and assistant secretary of GPLH, president of
K-Shipley
and
president and manager of Federal Management. Bell Mobile Homes is primarily engaged in the
business of mobile home sales and manufacturing. The principal occupation of Curtis D. Hodgson is
acting as president and secretary of Cusach, Inc., and vice president, manager and secretary of
GPLH. Cusach, Inc. is primarily engaged in the business of mobile
home sales and manufacturing. The principal occupation of Douglas M. Shipley is acting as
president of D-Shipley and as secretary of Federal Management. The principal occupation of Billy
J. Shipley is acting as president of B-Shipley and as vice president of Federal Management.
Michael R. OConnor is currently retired.
Page 15 of 21
Each of Legacy, GPLH, Cusach, Inc. and Curtis D. Hodgson has its principal business office and
receives its mail at 15400 Knoll Trail, Suite 101, Box 25, Dallas, Texas 75248. Each of Shipley
LTD, K-Shipley, D-Shipley, B-Shipley, Federal Services, Federal Management, Bell Mobile Homes,
Kenneth E. Shipley, Douglas M. Shipley and Billy J. Shipley has its principal business office at
2501 E. Lubbock Highway, Levelland, Texas 79336 and receives its mail at PO Box 749, Levelland,
Texas 79336. Michael R. OConnor maintains his principal residence and receives his mail at 9609
Coneflower Drive, NW, Albuquerque, New Mexico 87114.
None of the Reporting Persons has, during the last five years, been either (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
Item 3.
Source and Amount of Funds
Item 3 of the Original 13D is hereby amended and restated in its entirety to read as follows:
The Reporting Persons, in the aggregate, have invested $2,613,110.22 in the Issuer. The above
amount includes any commissions incurred in making the investments. The source of these funds was
the working capital of Legacy, Shipley LTD and Federal Servicing and the personal funds of Curtis
Hodgson and Michael R. OConnor.
Item 4.
Purpose of the Transaction
Item 4 of the Original 13D is hereby amended by adding the following:
On
February 5, 2009 and February 6, 2009, Curtis D. Hodgson sent a notice (the
Notice
) to the Secretary, the
Board and the Governance Committee of the Issuer formally notifying the Issuer of the Reporting
Persons intent to nominate Mr. Hodgson, Kenneth E. Shipley and Michael R. OConnor (each, a
Nominee
, and collectively, the
Nominees
) for election to the Board at the 2009 Annual Meeting
of the Stockholders of the Issuer (the
2009 Meeting
) and to solicit proxies in connection
therewith. A copy of the Notice is attached hereto as exhibit 99.5 and incorporated herein by
reference.
IMPORTANT INFORMATION
The Reporting Persons intend to make a preliminary filing with the Securities and Exchange
Commission (the
Commission
) of a proxy statement and an accompanying proxy card to be used to
solicit proxies for the election of the Nominees at the 2009 Meeting.
Page 16 of 21
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE
SOLICITATION OF PROXIES BY THE REPORTING PERSONS FROM STOCKHOLDERS OF THE ISSUER FOR USE AT THE
2009 MEETING WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE
PROXY STATEMENT AND FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF THE ISSUER AND WILL BE
AVAILABLE AT NO CHARGE AT THE COMMISSIONS WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO
THE PARTICIPANTS (WHICH MAY BE DEEMED TO CONSIST OF THE REPORTING PERSONS) AND THEIR DIRECT AND
INDIRECT INTERESTS IN SUCH PROXY SOLICITATION IS CONTAINED HEREIN.
Item 5.
Interest in Securities of the Issuer
Items 5(a), (b) and (c) of the Original 13D are hereby amended and restated in their entirety to
read as follows:
According to the Issuers Form 10-Q filed on October 23, 2008, there are 18,429,580 shares of
Common Stock outstanding. The Reporting Persons have calculated and reported their ownership
percentage based on the shares of Common Stock currently outstanding.
(a) (i) Legacy is the beneficial owner of the 155,000 shares of Common Stock it holds,
which represent 0.8% of the Issuers outstanding shares of Common Stock.
(ii) Shipley LTD is the beneficial owner of the 792,392 shares of Common Stock held by it and
by Legacy, which represent 4.3% of the Issuers outstanding shares of Common Stock.
(iii) Federal Servicing is the beneficial owner of the 133,000 shares of Common Stock it
holds, which represent 0.7% of the Issuers outstanding shares of Common Stock.
(iv) Curtis D. Hodgson is the beneficial owner of the 920,000 shares of Common Stock held by
him and by Legacy, which represent 4.9% of the Issuers outstanding shares of Common Stock.
(v) GPLH is the beneficial owner of the 155,000 shares of Common Stock held by Legacy, which
represent 0.8% of the Issuers outstanding shares of Common Stock.
(vi) K-Shipley, D-Shipley, and B-Shipley are each the beneficial owners of the 792,392 shares
of Common Stock held by Legacy and Shipley, LTD, which represent 4.3% of the Issuers outstanding
shares of Common Stock.
(vii) Federal Management is the beneficial owner of the 133,000 shares of Common Stock held by
Federal Servicing, which represent 0.7% of the Issuers outstanding shares of Common Stock.
Page 17 of 21
(viii) Kenneth E. Shipley is the beneficial owner of the 925,392 shares of Common Stock held
by Legacy, Shipley LTD and Federal Servicing, which represent 5.0% of the Issuers outstanding
shares of Common Stock.
(ix) Douglas M. Shipley, and Billy J. Shipley are each the beneficial owner of the 792,392
shares of Common Stock held by Legacy and Shipley LTD, which represent 4.3% of the Issuers
outstanding shares of Common Stock.
(x) Michael R. OConnor is the beneficial owner of the 300 shares of Common Stock he holds,
which represent less than 0.1% of the Issuers outstanding shares of Common Stock.
(b) Legacy has the sole power to vote and dispose of the 155,000 shares of Common Stock it
holds; GPLH, as the general partner of Legacy, has the shared power to vote and dispose of the
155,000 shares of Common Stock held by Legacy; Shipley LTD has the sole power to vote and dispose
of the 637,392 shares of Common Stock it holds and, as a manager of GPLH, the shared power to vote
and dispose of the 155,000 shares of Common Stock held by Legacy; Curtis D. Hodgson has the sole
power to vote and dispose of the 765,000 shares of Common Stock he holds and, as a manager of GPLH,
the shared power to vote and dispose of the 155,000 shares of Common Stock held by Legacy; Federal
Servicing has the sole power to vote and dispose of the 133,000 shares of Common Stock it holds;
K-Shipley, D-Shipley and B-Shipley, as the general partners of Shipley LTD, have the shared power
to vote and dispose of the 637,392 shares of Common Stock held by Shipley LTD and the 155,000
shares of Common Stock held by Legacy; Federal Management, as the general partner of Federal
Servicing, has the shared power to vote and dispose of the 133,000 shares of Common Stock held by
Federal Servicing; Kenneth E. Shipley, as the manager of Federal Management and sole member of
K-Shipley, has the shared power to vote and dispose of the 925,392 shares of Common Stock held by
Legacy, Shipley LTD and Federal Servicing; Douglas M. Shipley, as the sole member of D-Shipley, has
the shared power to vote and dispose of the 792,392 shares of Common Stock held by Shipley LTD and
Legacy; Billy J. Shipley, as the sole member of B-Shipley, has the shared power to vote and dispose
of the 792,392 shares of Common Stock held by Shipley LTD and Legacy; and Michael R. OConnor has
the sole power to vote and dispose of the 300 shares of Common Stock he holds.
(c) On January 20, 2009, Michael OConnor purchased 300 shares of Common Stock at a price of
$1.01 per share. The purchases were effected through open market transactions.
Item 7.
Material to be Filed as Exhibits
Item 7 of the Original 13D is amended by adding the following:
|
|
|
Exhibit 99.5.
|
|
Stockholders Notice of Intent to Nominate Director Candidates dated February 5,
2009.
|
|
|
|
Exhibit 99.6.
|
|
Joint Filing Agreement dated February 6, 2009, among the Reporting Persons.
|
Page 18 of 21
Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
Date: February 6, 2009
|
|
LEGACY HOUSING, LTD.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
GPLH, LC, its general partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Kenneth E. Shipley
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Kenneth E. Shipley
|
|
|
|
|
|
|
|
|
Title:
|
|
President
|
|
|
|
|
|
|
|
|
GPLH, LC
|
|
|
By:
|
/s/ Kenneth E. Shipley
|
|
|
|
Name:
|
Kenneth E. Shipley
|
|
|
|
Title:
|
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHIPLEY BROTHERS, LTD.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
K-Shipley, LLC, its general partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Kenneth E. Shipley
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Kenneth E. Shipley
|
|
|
|
|
|
|
|
|
Title:
|
|
President
|
|
|
|
|
|
|
|
|
K-SHIPLEY, LLC
|
|
|
By:
|
/s/ Kenneth E. Shipley
|
|
|
|
Name:
|
Kenneth E. Shipley
|
|
|
|
Title:
|
President
|
|
|
|
D-SHIPLEY, LLC
|
|
|
By:
|
/s/ Douglas M. Shipley
|
|
|
|
Name:
|
Douglas M. Shipley
|
|
|
|
Title:
|
President
|
|
Page 19 of 21
|
|
|
|
|
|
B-SHIPLEY, LLC
|
|
|
By:
|
/s/ Billy J. Shipley
|
|
|
|
Name:
|
Billy J. Shipley
|
|
|
|
Title:
|
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FEDERAL INVESTORS SERVICING, LTD.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
Federal Investors Management, L.C.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Kenneth E. Shipley
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Kenneth E. Shipley
|
|
|
|
|
|
|
|
|
Title:
|
|
President
|
|
|
|
|
|
|
|
|
KENNETH E. SHIPLEY
|
|
|
By:
|
/s/ Kenneth E. Shipley
|
|
|
|
|
|
|
CURTIS D. HODGSON
|
|
|
By:
|
/s/ Curtis D. Hodgson
|
|
|
|
|
|
|
DOUGLAS K. SHIPLEY
|
|
|
By:
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/s/ Douglas K. Shipley
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BILLY J. SHIPLEY
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By:
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/s/ Billy J. Shipley
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MICHAEL R. OCONNOR
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By:
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/s/ Michael R. OConnor
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Page 20 of 21
Exhibit Index
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Exhibit 99.5.
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Stockholders Notice of Intent to Nominate Director Candidates dated February 5, 2009.
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Exhibit 99.6.
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Joint Filing Agreement dated February 5, 2009, among the Reporting Persons.
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Page 21 of 21
Cavalier Homes (AMEX:CAV)
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