-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DtzbboGXpHiAUDmnwSMZOBciaaLvtOlexNy5WlfPXZ+N/Gj+hsbM6Fh7tfN8RUc5 wwJ5eTkl75GDqMNsbXF52Q== 0000950153-97-000364.txt : 19970411 0000950153-97-000364.hdr.sgml : 19970411 ACCESSION NUMBER: 0000950153-97-000364 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970410 SROS: NASD GROUP MEMBERS: ALFRED AND JANET GHELFI TRUST GROUP MEMBERS: JANAL LTD PARTNERSHIP GROUP MEMBERS: THE 1994 ALSONS TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAVCO INDUSTRIES INC CENTRAL INDEX KEY: 0000278166 STANDARD INDUSTRIAL CLASSIFICATION: MOBILE HOMES [2451] IRS NUMBER: 860214910 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39946 FILM NUMBER: 97578301 BUSINESS ADDRESS: STREET 1: 301 E BETHANY HOME RD STE C-178 CITY: PHOENIX STATE: AZ ZIP: 85012 BUSINESS PHONE: 6022650580 MAIL ADDRESS: STREET 1: 301 EAST BETHANY HOME ROAD STREET 2: SUITE C-178 CITY: PHOENIX STATE: AZ ZIP: 85012 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JANAL LTD PARTNERSHIP CENTRAL INDEX KEY: 0000926376 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: AZ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1001 N CENTRAL 8TH FLOOR CITY: PHOENIX STATE: AZ ZIP: 85004 BUSINESS PHONE: 6022566263 SC 13D/A 1 AMENDMENT #3 TO SCHEDULE 13D 1 OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per form..............14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* CAVCO INDUSTRIES, INC. (Name of Issuer) $0.05 Par Value Common Stock (Title of Class of Securities) 149 567 109 (CUSIP Number) William M. Hardin, Esq., 2929 North Central Avenue, Phoenix, AZ 85012 (602) 640-9322 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 27, 1997 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's 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). 2 SCHEDULE 13D CUSIP NO. 149 567 109 PAGE 2 OF 7 PAGES 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Janal Limited Partnership 86-0756257 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / N/A 6 CITIZENSHIP OR PLACE OF ORGANIZATION Arizona NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / N/A 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 SCHEDULE 13D CUSIP NO. 149 567 109 PAGE 3 OF 7 PAGES 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Al R. Ghelfi: ###-##-#### Alfred and Janet Ghelfi Trust Janet M. Ghelfi: ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / N/A 6 CITIZENSHIP OR PLACE OF ORGANIZATION Arizona NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / N/A 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* OO 4 SCHEDULE 13D CUSIP NO. 149 567 109 PAGE 4 OF 7 PAGES 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The 1994 Alsons Trust 86-6225284 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / N/A 6 CITIZENSHIP OR PLACE OF ORGANIZATION Arizona NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / N/A 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* OO 5 SCHEDULE 13D (Amendment No. 3) This Amendment No. 3 amends and supplements the statements on Schedule 13D of (i) Janal Limited Partnership ("Janal"), (ii) Alfred and Janet Ghelfi Trust (the "Ghelfi Trust"), and (iii) The 1994 Alsons Trust (the "Alsons Trust"), each dated June 29, 1994, and each as amended by Amendment No. 1 thereto dated December 12, 1994, and as further amended and restated by Amendment No. 2 thereto dated December 11, 1996 (as amended and restated, the "Statement"). This Amendment No. 3 is filed in connection with the transactions entered into in connection with that certain Agreement and Plan of Merger dated as of December 4, 1996 (the "Merger Agreement") by and among the Issuer, Centex Real Estate Corporation ("CREC"), MFH Holding Company, a Nevada corporation (the "Holding Company"), MFH Acquisition Company, an Arizona corporation and wholly-owned subsidiary of the Holding Company (the "Merger Subsidiary") and certain shareholders of the Issuer, Al R. Ghelfi, Janet M. Ghelfi and Janal (the "Shareholder Parties"), and the agreements, documents and instruments contemplated thereby. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Statement. Except as expressly set forth in this Amendment No. 3, there have been no material changes in the information contained in the Statement. Item 4: Purpose of Transaction (See Item 5.) Item 5: Interest in Securities of the Issuer The information set forth in Item 5 of the Statement is hereby amended and supplemented as follows: The transactions contemplated by the Merger Agreement, as described in the Statement, were consummated on March 27, 1997. On such date, the Shareholder Parties contributed 783,441 shares of Cavco Common Stock to the Holding Company in exchange for 7824.41 Holding Company shares. All other shares of Cavco Common Stock held by the Shareholder Parties were converted into the right to receive the Merger Consideration. Accordingly, the Shareholder Parties presently own no shares of Cavco Common Stock, $0.05 par value. As a result of the Merger and the transactions consummated in connection therewith, all of the outstanding common stock of the Issuer (1000 shares, no par value) is currently owned by the Holding Company. CREC, through its ownership of shares in the Holding Company, holds an approximate 78% indirect equity interest in the Issuer, and the Shareholder Parties, through their ownership of shares in the Holding Company, hold the remaining approximate 22% indirect equity interest in the Issuer. Page 5 of 7 6 Accordingly, the common stock of the Issuer has ceased to be authorized to be quoted on The Nasdaq Stock Market and has become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. Item 6: Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. (See Item 5.) Item 7: Material to Be Filed as Exhibits Exhibit A Group Letter Agreement dated as of April 8, 1997, between Janal Limited Partnership, an Arizona limited partnership, Al R. Ghelfi and Janet M. Ghelfi as trustees of The 1994 Alsons Trust, and Al R. Ghelfi and Janet M. Ghelfi as trustees of the Alfred and Janet Ghelfi Trust. 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: April 8, 1997 JANAL LIMITED PARTNERSHIP, an Arizona limited partnership By: THE 1994 ALSONS TRUST, created February 9, 1994, general partner By: /s/Janet M. Ghelfi ------------------------------------ Janet M. Ghelfi, Independent Trustee By: /s/Al R. Ghelfi ------------------------------------ Al R. Ghelfi, Family Trustee Page 6 of 7 7 By: ALFRED AND JANET GHELFI TRUST, created August 24, 1989, general partner By: /s/Al R. Ghelfi --------------------------- Al R. Ghelfi, Trustee By: /s/Janet M. Ghelfi --------------------------- Janet M. Ghelfi, Trustee 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: April 8, 1997 ALFRED AND JANET GHELFI TRUST, created August 24, 1989, general partner By: /s/Al R. Ghelfi --------------------------- Al R. Ghelfi, Trustee By: /s/Janet M. Ghelfi --------------------------- Janet M. Ghelfi, Trustee 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: April 8, 1997 THE 1994 ALSONS TRUST, created February 9, 1994, general partner By: /s/Janet M. Ghelfi ------------------------------------ Janet M. Ghelfi, Independent Trustee By: /s/Al R. Ghelfi ------------------------------------ Al R. Ghelfi, Family Trustee Page 7 of 7 8 EXHIBIT A GROUP LETTER AGREEMENT April 8, 1997 The undersigned hereby agree, with respect to the Schedule 13D to which this letter agreement is an exhibit, to file as a group pursuant to Rule 13d-1(f)(1). JANAL LIMITED PARTNERSHIP, an Arizona limited partnership By: THE 1994 ALSONS TRUST, created February 9, 1994, general partner By: /s/Janet M. Ghelfi ------------------------------------ Janet M. Ghelfi, Independent Trustee By: /s/Al R. Ghelfi ------------------------------------ Al R. Ghelfi, Family Trustee By: ALFRED AND JANET GHELFI TRUST, created August 24, 1989, general partner By: /s/Al R. Ghelfi ------------------------------------ Al R. Ghelfi, Trustee By: /s/Janet M. Ghelfi ------------------------------------ Janet M. Ghelfi, Trustee Page 1 of 2 9 ALFRED AND JANET GHELFI TRUST, created August 24, 1989, general partner By: /s/Al R. Ghelfi ------------------------------------- Al R. Ghelfi, Trustee By: /s/Janet M. Ghelfi ------------------------------------- Janet M. Ghelfi, Trustee THE 1994 ALSONS TRUST, created February 9, 1994, general partner By: /s/Janet M. Ghelfi ------------------------------------- Janet M. Ghelfi, Independent Trustee By: /s/Al R. Ghelfi ------------------------------------- Al R. Ghelfi, Family Trustee Page 2 of 2 -----END PRIVACY-ENHANCED MESSAGE-----