UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): November 29,
2010
PALM
HARBOR HOMES, INC.
(Exact
name of Registrant as Specified in Charter)
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Florida
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0-24268
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59-1036634
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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15303
Dallas Parkway
Suite
800
Addison,
Texas 75001-4600
(972)
991-2422
(
Address, including zip code,
and telephone numbers,
including
area code, of principal executive offices)
Not
applicable
(
Former Name or Former Address, if
Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.02.
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Entry
into a Material Definitive
Agreement.
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Item 1.03 is herein incorporated by
reference.
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Item
1.03.
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Bankruptcy
or Receivership.
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On November 29, 2010, Palm Harbor
Homes, Inc. (the "Company") and five of its domestic subsidiaries, Palm Harbor
Manufacturing. L.P., Palm Harbor Albemarle LLC, Palm Harbor Real Estate, LLC,
Palm Harbor GenPar, LLC and Nationwide Homes, Inc. (the "Filing
Subsidiaries," and together with the Company, the "Debtors") filed voluntary
petitions for relief (the "Bankruptcy Filing") under chapter 11 of the United
States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy
Court for the District of Delaware in Wilmington (the "Bankruptcy Court") case
number 10-13850. The Company's insurance and finance subsidiaries
Standard Casualty Company, Standard Insurance Agency, Inc., Palm Harbor
Insurance Agency of Texas, Inc. and CountryPlace Acceptance Corporation
(collectively, the "Non-Filing Entities") were not part of the Bankruptcy
Filing. The Debtors will continue to operate their businesses in the
ordinary course of business as "debtors-in-possession" under the jurisdiction of
the Bankruptcy Court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the Bankruptcy Court. The
Non-Filing Entities will continue to operate in the ordinary course of
business.
In connection with the Bankruptcy
Filing, on November 29, 2010, the Company entered into an asset purchase
agreement (the "Asset Purchase Agreement") with the Filing Entities
(collectively with the Company, the "Sellers") and Palm Harbor Homes, Inc. a
Delaware corporation (the "Purchaser") under which the Purchaser purchased
substantially all of the assets of the Sellers and assumed specified liabilities
of the Sellers, all on the terms and conditions set forth in the Asset Purchase
Agreement and in accordance with sections 105, 363, 365 and other applicable
provisions of the Bankruptcy Code.
In connection with the Bankruptcy
Filing, on November 29, 2010, the Company entered into a Senior Secured,
Super-Priority Debtor-in-Possession Revolving Credit Agreement (the "DIP Credit
Agreement") among the Company, the Filing Entities and Fleetwood Homes, Inc., as
lender (the "Lender"), a Security Agreement (the "Security Agreement") among the
Company, the Filing Entities and the Lender as the secured party and a
Promissory Note (the "Note") executed by the Debtors in favor of the
Lender. Pursuant to the terms of the DIP Credit Agreement, the
Security Agreement and the Note, the Lender agreed to loan up to $50 million
(which may increase to $55 million if certain conditions are
met). The DIP Agreement bears interest at 7% per annum and matures on
the earlier of April 15, 2011 or 15 days after entry of a final order from the
Bankruptcy Court approving the sale of the Company's assets.
The foregoing descriptions of the Asset
Purchase Agreement, DIP Credit Agreement, Security Agreement and Note are
qualified in its entirety to reference to the Asset Purchase Agreement attached
hereto as Exhibit 10.1, the DIP Credit Agreement attached hereto as Exhibit
10.2, the Security Agreement attached hereto as Exhibit 10.3 and the Note
attached hereto as Exhibit 10.4. The Asset Purchase Agreement, the
DIP Credit Agreement, the Security Agreement and the Note are incorporated
herein by reference.
The representations and warranties and
covenants contained in the DIP Agreement and the Asset Purchase Agreement were
made for the purposes of the DIP Agreement and the Asset Purchase Agreement,
respectively, and as of a specific date, were solely for the benefit of the
parties to the DIP Agreement and the Asset Purchase Agreement, may be subject to
limitations agreed upon by the parties, including being qualified by disclosure
schedules made for the purposes of allocating contractual risk between the
parties thereto instead of establishing these matters as facts, and may be
subject to standards of materiality applicable to the parties that differ from
those applicable to investors. Moreover, information concerning the
subject matter of the representations and warranties may change after the date
of the DIP Agreement and the Asset Purchase Agreement, which subsequent
information may or may not be reflected in the Company's public
disclosures.
A copy of the press release announcing
the Bankruptcy Filing is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
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Item
5.02.
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Appointment
of Certain Officers.
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Brian Cejka was appointed as Chief
Restructuring Officer on November 28, 2010. As Chief Restructuring
Officer, Mr. Cejka will report directly to the Company's Chief Executive
Officer. Mr. Cejka is a managing director of Alvarez & Marsal and
has worked as a turnaround consultant and financial advisor for approximately 15
years. Mr. Cejka has substantial knowledge and experience serving
either in senior management positions or as a restructuring advisor to large
companies and in assisting troubled companies with stabilizing their financial
condition, analyzing their operations and developing an appropriate business
plan to accomplish the necessary restructuring of their operations and
finances. Moreover, Mr. Cejka has extensive experience in the
homebuilding industry through his role as a restructuring advisor to Kimball
Hill Homes, Inc. and Champion Enterprises, Inc. Mr. Cejka has also
served as a restructuring officer and Chief Financial Officer of National Energy
and Gas Transmission, Inc. as well as a Chief Restructuring Officer of a
privately-held, national flooring company. Mr. Cejka is 37 years
old.
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Item
9.01.
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Financial
Statements and Exhibits.
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10.1
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Asset
Purchase Agreement among the Company, the Company's Filing Subsidiaries
and Palm Harbor Homes, Inc., a Delaware corporation, dated November 29,
2010.
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10.2
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Debtor-in-Possession
Revolving Credit Agreement among the Company, the Company's Filing
Subsidiaries and Fleetwood Homes, Inc., dated November 29,
2010.
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10.3
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Security
Agreement among the Company, the Company's Filing Subsidiaries and
Fleetwood Homes, Inc., dated November 29,
2010.
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10.4
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Promissory
Note executed by the Company and the Company's Filing Subsidiaries in
favor of Fleetwood Homes, Inc., dated November 29,
2010.
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99.1
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Press
Release issued by Palm Harbor Homes dated November 29,
2010.
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This Form 8-K contains forward-looking
statements that are subject to certain risks and uncertainties that could cause
actual results to differ materially from those projected. The most
significant among these risks and uncertainties are: (i) the ability of the
Company and the Filing Subsidiaries to continue as going concerns; (ii) the
Company's and the Filing Subsidiaries' ability to obtain Bankruptcy Court
approval with respect to motions in the chapter 11 cases; (iii) the ability
of the Company and its Filing Subsidiaries to prosecute, develop and consummate
one or more plans of reorganization with respect to the chapter 11 cases;
(iv) the effects of the Company's and the Filing Subsidiaries' Bankruptcy
Filing on the Company and the Filing Subsidiaries and the interests of various
creditors, equity holders and other constituents; (v) Bankruptcy Court
rulings in the chapter 11 cases and the outcome of the cases in general;
(vi) the length of time the Company and the Filing Subsidiaries will
operate under the chapter 11 cases; (vii) risks associated with third party
motions in the chapter 11 cases, which may interfere with the Company's and the
Filing Subsidiaries' ability to develop and consummate one or more plans of
reorganization once such plans are developed; (viii) the potential adverse
effects of the chapter 11 proceedings on the Company's and the
Filing Subsidiaries' liquidity or results of operations; (ix) the
ability to execute the Company's and the Filing Subsidiaries' business and
restructuring plan; (x) increased legal costs related to the Bankruptcy
Filing and other litigation; (xi) the Company's and the Filing
Subsidiaries' ability to maintain contracts that are critical to its operation,
to obtain and maintain normal terms with customers, movie studios, suppliers and
service providers and to retain key executives, managers and
employees. The cautionary statements provided above are being made
pursuant to the provisions of the Private Securities Litigation Reform Act of
1995 (the "Act") and with the intention of obtaining the benefits of the "safe
harbor" provisions of the Act for any such forward-looking
information. Additional risks that may affect the Company's future
performance are detailed in the Company's filings with the Securities and
Exchange Commission, including its most recent Annual Report on Form 10-K and
its Quarterly Reports on Form 10-Q.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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Date:
November 30, 2010
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PALM
HARBOR HOMES, INC.
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/s/ Larry
H. Keener
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Larry
H. Keener
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Chief
Executive Officer
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EXHIBIT
INDEX
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10.1
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Asset
Purchase Agreement among the Company, the Company's Filing Subsidiaries
and Palm Harbor Homes, Inc., a Delaware corporation, dated November 29,
2010.
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10.2
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Debtor-in-Possession
Revolving Credit Agreement among the Company, the Company's Filing
Subsidiaries and Fleetwood Homes, Inc., dated November 29,
2010.
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10.3
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Security
Agreement among the Company, the Company's Filing Subsidiaries and
Fleetwood Homes, Inc., dated November 29,
2010.
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10.4
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Promissory
Note executed by the Company and the Company's Filing Subsidiaries in
favor of Fleetwood Homes, Inc., dated November 29,
2010.
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99.1
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Press
Release issued by Palm Harbor Homes dated November 29,
2010.
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