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EX-99.1 - PALM HARBOR HOMES INC /FL/ | v209544_ex99-1.htm |
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): January 28,
2011
PALM
HARBOR HOMES, INC.
(Exact
name of Registrant as Specified in Charter)
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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15305
Dallas Parkway
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Suite
700
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Addison,
Texas 75001-4600
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(972)
991-2422
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(Address, including zip
code, and telephone numbers,
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including
area code, of principal executive
offices)
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Not
applicable
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(Former Name or Former Address, if
Changed Since Last
Report)
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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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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
7.01.
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Regulation
FD Disclosure.
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As previously disclosed, on November
29, 2010, Palm Harbor Homes, Inc. (the "Company") and certain
of its domestic subsidiaries (collectively, the "Debtors") filed a
voluntary petition for relief (the "Bankruptcy Filing")
under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the District of Delaware in
Wilmington (the "Bankruptcy Court"),
case number 10-13850.
On January 28, 2011, the Debtors filed
their monthly operating report for the period from November 30, 2010 to December
24, 2010 (the "Monthly
Operating Report") with the Bankruptcy Court. The Monthly
Operating Report is attached as Exhibit 99.1 and
is incorporated herein by reference. This current report
(including the exhibit hereto) will not be deemed an admission as to
the materiality of any information required to be disclosed solely by Regulation
FD.
The Company hereby
advises that as of January 31, 2011, it projects
that it will have approximately $155 million of debt (both pre-petition and
post-petition, the "Liabilities") by the time the auction concludes and the sale
closes. Accordingly, assuming that strict payment priorities under
the bankruptcy code are applied to distribution of the sale proceeds (and that
some or all of such Liabilities are not otherwise assumed by the successful
purchaser) holders of common equity would likely not be entitled to receive any
recovery on account of their equity until all such Liabilities are first
paid. At present, the Company's "stalking horse" purchaser has submitted a bid under its asset purchase agreement of approximately $50
million plus the assumption of certain obligations. The auction is scheduled to
occur on March 1, 2011.
Limitation
on Incorporation by Reference
In accordance with General Instructions
B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed "filed"
for purposes of Section 128 of the Securities Exchange Act of 1934 as amended
(the "Exchange
Act"), or otherwise subject to the liabilities of that section, nor shall
such information be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such a filing.
Cautionary
Statement Regarding Financial Operating Data
The Company cautions investors and
potential investors not to place undue reliance upon the information contained
in the Monthly Operating Report, which was not prepared for the purpose of
providing the basis for an investment decision relating to any of the securities
of the Company. The Monthly Operating Report is limited in scope,
covers a limited time period, and has been prepared solely for the purpose of
complying with the monthly reporting requirements of the Bankruptcy
Court. The Monthly Operating Report was not audited or reviewed by
independent accountants, was not prepared in accordance with Generally Accepted
Accounting Principles in the United States, is in a format prescribed by
applicable bankruptcy laws, and is subject to future adjustment and
reconciliation. There can be no assurance that, from the perspective
of an investor or potential investor in the Company's securities, the
Monthly Operating Report is complete. The Monthly Operating Report
also contains information for periods which are shorter or otherwise different
from those required in the Company's reports pursuant to the Exchange Act, and
such information might not be indicative of the Company's financial condition or
operating results for the period that would be reflected in the Company's
financial statements or in its reports pursuant to the Exchange
Act. Results set forth in the Monthly Operating Report should
not be viewed as indicative of future results.
2
Cautionary
Statement Regarding Forward-Looking Statements
The information contained in this
Current Report on Form 8-K includes forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Act"). All
statements (other than statements of historical facts) that address projected or
estimated results, or events, developments or results that we intend, expect,
believe, anticipate, plan, forecast or project will or may occur in the future
are forward-looking statements. The words "possible," "propose,"
"might," "could," "would," "projects," "plan," "forecasts," "anticipates,"
"expect," "intend," "believe," "seek" or "may," and similar expressions, are
intended to identify forward-looking statements, but are not the exclusive means
of identifying them. Forward-looking statements are subject to a
number of risks, contingencies, and uncertainties, some of which are management
has not yet identified. Forward-looking statements are not guarantees
of future performance; subsequent developments may cause forward-looking
statements to become outdated; and actual results, developments and business
decisions may differ materially from those contemplated by such forward-looking
statements as a result of various factors. Important factors that
could cause actual results to differ from those contemplated by forward-looking
statements include, but are not limited to: (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. The Company undertakes no
obligation to publicly update any forward-looking statements, whether as a
result of new information, future events or circumstances, or
otherwise.
3
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
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Title
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99.1
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Monthly
Operating Report for the period from November 30, 2010 to December 24,
2010, filed with the United States Bankruptcy Court for the District of
Delaware in Wilmington.
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4
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.
Date: January
31, 2011
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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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5
EXHIBIT
INDEX
Exhibit No.
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Title
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99.1
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Monthly
Operating Report for the period from November 30, 2010 to December 24,
2010, filed with the United States Bankruptcy Court for the District of
Delaware in Wilmington.
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6