The
following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D
filed by the undersigned. This Amendment No. 3 amends the Schedule
13D as specifically set forth.
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Item
2.
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Identity and
Background
.
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Item 2 is
hereby amended to add the following:
In
connection with the Settlement Agreement described and defined in Item 4, Curtis
D. Hodgson withdrew his nomination of Michael R. O’Connor for
election as directors of the Issuer at the 2009 Meeting. As a result,
Mr. O’Connor terminated his obligation to act in concert with the other
Reporting Persons with respect to the Issuer effective May 13,
2009. Accordingly, Mr. O’Connor is no longer a member of the Section
13(d) group and will cease to be a Reporting Person immediately after the filing
of this statement. The remaining Reporting Persons will continue
filing as a group statements on Schedule 13D with respect to their beneficial
ownership of securities of the Issuer, to the extent required by applicable
law.
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Item
3.
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Source and Amount of
Funds or Other
Consideration.
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The Reporting Persons, in the
aggregate, have invested $2,444,794.03 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.
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Item
4.
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Purpose of
Transaction.
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Item 4 is
hereby amended to add the following:
On May
13, 2009, the Issuer and the members of the Cavalier Homes Committee for Change
(the “Committee”) including, Legacy, GPLH, Shipley LTD, K-Shipley, D-Shipley,
B-Shipley, Federal Servicing, Federal Management, Kenneth E. Shipley, Curtis D.
Hodgson, Douglas M. Shipley, Billy G. Shipley and Michael R. O’Connor entered
into an agreement (the “Settlement Agreement”) to settle the proxy contest
pertaining to the election of directors to the Board at the 2009
Meeting.
Pursuant
to the terms of the Settlement Agreement, the parties agreed to, effective May
13, 2009, among other things, the following:
·
The
Issuer has agreed to (i) increase the number of seats on its Board from eight to
ten, (ii) appoint Curtis D. Hodgson and Kenneth E. Shipley (the “New Directors”)
to serve as directors of the Issuer for a term to end no earlier than the 2009
Meeting, and (iii) nominate the New Directors, along with the current members of
the Issuer’s Board, for election as directors of the Issuer for terms expiring
at the Issuer’s 2010 Annual Meeting of Stockholders (the “2010 Meeting”) or
until their successors are duly elected and qualified;
·
The
Issuer has agreed that its Board will recommend that the Issuer’s stockholders
vote in favor of and solicit proxies for the New Directors at the 2009
Meeting;
·
The
Issuer has agreed not to increase the size of the Board to more than ten
directors at any time before the 2010 Meeting unless approved by a majority of
independent directors and at least one of the New Directors;
·
Until
the second anniversary of the Settlement Agreement, if any director who is not a
New Director retires from the Board as a result of such director having reached
his seventieth birthday, any vacancy on the Board created by such retirement
shall not be filled;
·
In
the event that any New Director leaves the Board prior to the 2010 Meeting, the
Committee shall be entitled to recommend to the Board replacement director(s),
and the Board shall not unreasonably withhold acceptance of any such replacement
director(s);
·
The
members of the Committee will end their efforts to elect Michael R. O'Connor to
the Board and have agreed to immediately cease all efforts related to their own
proxy solicitation;
·
The
Issuer has agreed to reimburse the members of the Committee for its actual
out-of-pocket expenditures relating to the proxy contest, up to a maximum
reimbursable amount of $200,000; and
·
Both
the Issuer and the members of the Committee have agreed to a mutual release of
claims in connection with the proxy contest.
The
foregoing description of the Settlement Agreement is not complete and is
qualified in its entirety by reference to its full text. A copy of
the Settlement Agreement is filed as Exhibit 99.1 hereto and is incorporated
herein by reference. Pursuant to the terms of the Settlement
Agreement, a press release was issued on May 14, 2009 (the “Press Release”),
announcing the execution of the Settlement Agreement. A copy of the
Press Release is filed as Exhibit 99.2 hereto.
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Item
5.
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Interest in Securities
of the Issuer.
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Item 5 is
hereby amended and restated to read as follows:
The
aggregate percentage of shares of Common Stock reported owned by each person
named herein is based upon 17,598,380 shares of Common Stock outstanding, as of
April 23, 2009, which is the total number of shares of Common Stock outstanding
as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the
Securities and Exchange Commission on April 24, 2009.
(a,
b)
As of the
date hereof, Legacy beneficially owns 155,000 shares of Common Stock,
constituting approximately 0.9% of the Issuer’s outstanding shares of Common
Stock.
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Legacy
has the sole power to vote and dispose of the 155,000 shares of Common
Stock it holds.
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In
addition, Legacy, as a member of a “group” with the other Reporting
Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), may be deemed to be the
beneficial owner of the shares of Common Stock beneficially owned in the
aggregate by the other members of the group reported
herein. Legacy specifically disclaims beneficial ownership of
such shares of Common Stock, except to the extent of its pecuniary
interest therein.
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(a,
b)
As of the
date hereof, Shipley LTD beneficially owns 629,500 shares of Common
Stock. As the manager of GPLH, Shipley LTD may also be deemed to
beneficially own the 155,000 shares of Common Stock held by Legacy, constituting
(together with the shares of Common Stock owned directly by Shipley LTD) an
aggregate of 784,500 shares of Common Stock or approximately 4.5% of the
Issuer’s outstanding shares of Common Stock.
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Shipley
LTD has the sole power to vote and dispose of the 629,500 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.
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In
addition, Shipley LTD, as a member of a “group” with the other Reporting
Persons for the purposes of Section 13(d)(3) of the Exchange Act, may be
deemed to be the beneficial owner of the shares of Common Stock
beneficially owned in the aggregate by the other members of the group
reported herein. Shipley LTD specifically disclaims beneficial
ownership of such shares of Common Stock, except to the extent of its
pecuniary interest therein.
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(a,
b)
As of the
date hereof, Federal Servicing beneficially owns 137,200 shares of Common Stock,
constituting approximately 0.8% of the Issuer’s outstanding shares of Common
Stock.
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Federal
Servicing has the sole power to vote and dispose of the 137,200 shares of
Common Stock it holds.
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In
addition, Federal Servicing, as a member of a “group” with the other
Reporting Persons for the purposes of Section 13(d)(3) of the Securities
Exchange, may be deemed to be the beneficial owner of the shares of Common
Stock beneficially owned in the aggregate by the other members of the
group reported herein. Federal Servicing specifically disclaims
beneficial ownership of such shares of Common Stock, except to the extent
of its pecuniary interest therein.
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(a,
b)
As of the
date hereof, Curtis D. Hodgson beneficially owns 669,600 shares of Common
Stock. As a manager of GPLH, Curtis D. Hodgson may also be deemed to
beneficially own the 155,000 shares of Common Stock held by Legacy, constituting
(together with the shares of Common Stock owned directly by Curtis D. Hodgson)
an aggregate of 824,600 shares of Common Stock or approximately 4.7% of the
Issuer’s outstanding shares of Common Stock.
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Curtis
D. Hodgson has the sole power to vote and dispose of the 669,600 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.
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In
addition, Curtis D. Hodgson, as a member of a “group” with the other
Reporting Persons for the purposes of Section 13(d)(3) of the Exchange
Act, may be deemed to be the beneficial owner of the shares of Common
Stock beneficially owned in the aggregate by the other members of the
group reported herein. Curtis D. Hodgson specifically disclaims
beneficial ownership of such shares of Common Stock, except to the extent
of his pecuniary interest therein.
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(a,
b)
As of the
date hereof, GPLH, as the general partner of Legacy, may be deemed to
beneficially own the 155,000 shares of Common Stock held by Legacy, constituting
approximately 0.9% of the Issuer’s outstanding shares of Common
Stock.
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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.
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In
addition, GPLH, as a member of a “group” with the other Reporting Persons
for the purposes of Section 13(d)(3) of the Exchange Act, may be deemed to
be the beneficial owner of the shares of Common Stock beneficially owned
in the aggregate by the other members of the group reported
herein. GPLH specifically disclaims beneficial ownership of
such Shares, except to the extent of its pecuniary interest
therein.
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(a,
b)
As of the
date hereof, K-Shipley, D-Shipley and B-Shipley, as the general partners of
Shipley LTD, may each be deemed to beneficially own the 629,500 Shares of Common
Stock held by Shipley LTD and the 155,000 shares of Common Stock held by Legacy,
constituting an aggregate of 784,500 shares of Common Stock or approximately
4.5% of the Issuer’s outstanding shares of Common Stock.
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K-Shipley,
D-Shipley and B-Shipley, as the general partners of Shipley LTD, have the
shared power to vote and dispose of the 629,500 shares of Common Stock
held by Shipley LTD and the 155,000 shares of Common Stock held by
Legacy.
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In
addition, each of K-Shipley, D-Shipley and B-Shipley, as a member of a
“group” with the other Reporting Persons for the purposes of Section
13(d)(3) of the Exchange Act, may be deemed to be the beneficial owner of
the shares of Common Stock beneficially owned in the aggregate by the
other members of the group reported herein. Each of K-Shipley,
D-Shipley and B-Shipley specifically disclaims beneficial ownership of
such shares of Common Stock, except to the extent of its pecuniary
interest therein.
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(a,
b)
As of the
date hereof, Federal Management, as the general partner of Federal Servicing,
may be deemed to beneficially own the 137,200 shares of Common Stock held by
Federal Servicing, constituting approximately 0.8% of the Issuer’s outstanding
shares of Common Stock.
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Federal
Management, as the general partner of Federal Servicing, has the shared
power to vote and dispose of the 137,200 shares of Common Stock held by
Federal Servicing.
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In
addition, Federal Management, as a member of a “group” with the other
Reporting Persons for the purposes of Section 13(d)(3) of the Exchange
Act, may be deemed to be the beneficial owner of the shares of Common
Stock beneficially owned in the aggregate by the other members of the
group reported herein. Federal Management specifically
disclaims beneficial ownership of such shares of Common Stock, except to
the extent of its pecuniary interest
therein.
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(a,
b)
As of the
date hereof, Kenneth E. Shipley, as the manager of Federal Management, manager
of GPLH and sole member and manager of K-Shipley, may be deemed to beneficially
own the 155,000, 629,500 and 137,200 shares of Common Stock held by Legacy,
Shipley LTD and Federal Servicing, respectively, constituting an aggregate of
921,700 shares of Common Stock or approximately 5.2% of the Issuer’s outstanding
shares of Common Stock.
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Kenneth
E. Shipley, as the manager of Federal Management, manager of GPLH and sole
member and manager of K-Shipley, has the shared power to vote and dispose
of the 921,700 shares of Common Stock held by Legacy, Shipley LTD and
Federal Servicing.
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In
addition, Kenneth E. Shipley, as a member of a “group” with the other
Reporting Persons for the purposes of Section 13(d)(3) of the Exchange
Act, may be deemed to be the beneficial owner of the shares of Common
Stock beneficially owned in the aggregate by the other members of the
group reported herein. Kenneth E. Shipley specifically
disclaims beneficial ownership of such shares of Common Stock, except to
the extent of his pecuniary interest
therein.
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(a,
b)
As of the
date hereof, Douglas M. Shipley, as the sole member and manager of D-Shipley,
may be deemed to beneficially own the 155,000 and 629,500 shares of Common Stock
held by Legacy and Shipley LTD, respectively, constituting an aggregate of
784,500 shares of Common Stock or approximately 4.5% of the Issuer’s outstanding
shares of Common Stock.
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Douglas
M. Shipley, as the sole member and manager of D-Shipley, has the shared
power to vote and dispose of the 784,500 shares of Common Stock held by
Shipley LTD and Legacy.
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In
addition, Douglas M. Shipley, as a member of a “group” with the other
Reporting Persons for the purposes of Section 13(d)(3) of the Exchange
Act, may be deemed to be the beneficial owner of the shares of Common
Stock beneficially owned in the aggregate by the other members of the
group reported herein. Douglas M. Shipley specifically
disclaims beneficial ownership of such shares of Common Stock, except to
the extent of his pecuniary interest
therein.
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(a,
b)
As of the
date hereof, Billy G. Shipley, as the sole member and manager of B-Shipley, may
be deemed to beneficially own the 155,000 and 629,500 shares of Common Stock
held by Legacy and Shipley LTD, respectively, constituting an aggregate of
784,500 shares of Common Stock or approximately 4.5% of the Issuer’s outstanding
shares of Common Stock.
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Billy
G. Shipley, as the sole member and manager of B-Shipley, has the shared
power to vote and dispose of the 784,500 shares of Common Stock held by
Shipley LTD and Legacy.
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In
addition, Billy G. Shipley, as a member of a “group” with the other
Reporting Persons for the purposes of Section 13(d)(3) of the Exchange
Act, may be deemed to be the beneficial owner of the shares of Common
Stock beneficially owned in the aggregate by the other members of the
group reported herein. Billy G. Shipley specifically disclaims
beneficial ownership of such shares of Common Stock, except to the extent
of his pecuniary interest therein.
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(c)
Schedule
A annexed hereto lists all transactions in the Shares by the Reporting Persons
since the filing of Amendment No. 2. All of such transactions were effected in
the open market.
(d)
No person
other than the Reporting Persons is known to have the right to receive, or the
power to direct the receipt of dividends from, or proceeds from the sale of, the
Shares.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
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Item 6 is
hereby amended to add the following:
On May
13, 2009, the Issuer and the members of the Committee entered into the
Settlement Agreement as discussed in further detail in Item 4.
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Item
7.
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Material to be Filed
as Exhibits.
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Item 7 is
hereby amended to include the following exhibits:
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Exhibit
99.1
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Settlement
Agreement, dated as of May 13, 2009, by and between Cavalier Homes, Inc.
and the members of the Cavalier Homes Committee for Change including,
Legacy Housing, LTD., GPLH, LC, Shipley Brothers, LTD., K-Shipley, LLC,
D-Shipley, LLC, B-Shipley, LLC, Federal Investors Servicing, LTD, Federal
Investors Management, L.C., Kenneth E. Shipley, Curtis D. Hodgson, Douglas
M. Shipley, Billy G. Shipley and Michael R. O’Connor.
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Exhibit
99.2
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Press
release dated May 14,
2009.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated:
May 14, 2009
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LEGACY
HOUSING, LTD.
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By:
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GPLH,
LC, its general partner
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By:
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Name:
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Kenneth
E. Shipley
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Title:
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President
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GPLH,
LC
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By:
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Name:
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Kenneth
E. Shipley
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Title:
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President
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SHIPLEY
BROTHERS, LTD.
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By:
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K-Shipley,
LLC, its general partner
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By:
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Name:
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Kenneth
E. Shipley
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Title:
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President
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K-SHIPLEY,
LLC
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By:
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Name:
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Kenneth
E. Shipley
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Title:
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President
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D-SHIPLEY,
LLC
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By:
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Name:
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Douglas
M. Shipley
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Title:
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President
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B-SHIPLEY,
LLC
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By:
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Name:
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Billy
G. Shipley
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Title:
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President
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FEDERAL
INVESTORS SERVICING, LTD.
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By:
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Federal
Investors Management, L.C., its general partner
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By:
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Name:
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Kenneth
E. Shipley
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Title:
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Manager
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FEDERAL
INVESTORS MANAGEMENT, L.C.
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By:
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Name:
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Kenneth
E. Shipley
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Title:
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Manager
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SCHEDULE
A
Transactions in the Shares
Since the Filing of Amendment No. 2
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Shares of Common Stock
Purchased/(Sold)
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Price Per Share
($)
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Date of
Purchase
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Curtis D.
Hodgson
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(3,000)
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1.5727
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04/20/2009
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(3,500)
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1.5923
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04/21/2009
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(1,500)
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1.6075
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04/22/2009
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(1,500)
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1.6055
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04/24/2009
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(500)
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1.6200
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04/27/2009
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(5,300)
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2.0034
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05/01/2009
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(29,700)
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1.7306
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05/04/2009
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(39,000)
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1.6703
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05/05/2009
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(10,400)
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1.7004
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05/06/2009
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Shipley Brothers,
LTD.
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(7,592)
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2.0726
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05/01/2009
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(300)
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1.6900
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05/07/2009
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Federal Investors Servicing,
LTD