<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
(x ) Filed by the Registrant
( ) Filed by a Party other than the Registrant
Check the appropriate box:
( ) Preliminary Proxy Statement
(x ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to (section mark)240.14a-11(c) or
(section mark)240.14a-12
(Oakwood Homes Corporation)
(Oakwood Homes Corporation)
PAYMENT OF FILING FEE (Check the appropriate box):
( ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
( ) $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: *
* Set forth the amount on which the filing fee is calculated and state how
it was determined.
( ) Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: $
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
(X) Filing Fee of $125.00 was previously paid on December 1, 1994,
the date the Preliminary Proxy Statement was filed.
<PAGE>
OAKWOOD HOMES CORPORATION
P. O. Box 7386, Greensboro, North Carolina 27417-0386
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 1, 1995
NOTICE is hereby given that the Annual Meeting of Shareholders of Oakwood
Homes Corporation (the "Company") will be held in the Auditorium of the Four
Seasons Holiday Inn Convention Center, 3121 High Point Road, Greensboro, North
Carolina on Wednesday, February 1, 1995 at 2:00 P.M., Local Time, for the
purpose of considering and acting upon the following:
1. Election of three members to the Board of Directors for a term of three
years and until their successors are elected and qualified.
2. Approval of Three-Year Incentive Awards for executive officers and
certain key employees.
3. Approval of an amendment to the Bylaws of the Company to increase the
authorized number of directors of the Company.
4. Ratification of the selection of Price Waterhouse LLP as independent
public accountants for the fiscal year ending September 30, 1995.
5. Any and all other matters that may properly come before the meeting or
any adjournment thereof.
The Board of Directors has fixed the close of business on December 2, 1994
as the record date for determining the shareholders entitled to notice of and to
vote at the meeting or any adjournment thereof and only holders of Common Stock
of the Company of record at such date will be entitled to notice thereof and to
vote thereat.
You are urged to attend the annual meeting in person but, if you are unable
to do so, the Board of Directors will appreciate the prompt return of the
enclosed proxy, dated and signed. The proxy may be revoked at any time before it
is exercised and will not be exercised if you attend the meeting and vote in
person.
By order of the Board of Directors.
NICHOLAS J. ST. GEORGE
PRESIDENT
Greensboro, North Carolina
December 23, 1994
<PAGE>
OAKWOOD HOMES CORPORATION
P. O. Box 7386, Greensboro, North Carolina 27417-0386
PROXY STATEMENT
GENERAL
This Proxy Statement and the accompanying proxy card are furnished to the
shareholders of Oakwood Homes Corporation (the "Company") commencing on or about
December 23, 1994 in connection with the solicitation by the Board of Directors
of proxies to be used at the Annual Meeting of Shareholders to be held at the
Auditorium of the Four Seasons Holiday Inn Convention Center, 3121 High Point
Road, Greensboro, North Carolina on Wednesday, February 1, 1995 at 2:00 P.M.,
Local Time, and at any adjournment thereof.
Solicitation other than by mail may be made personally and by telephone by
regularly employed officers and employees of the Company who will not be
additionally compensated therefor. The Company will request brokers, dealers,
banks or voting trustees, or their nominees, who hold stock in their names for
others or hold stock for others who have the right to give voting instructions,
to forward proxy material to their principals and request authority for the
execution of the proxy and will reimburse such persons for their reasonable
expenses in so doing. The total cost of soliciting proxies will be borne by the
Company.
Any proxy delivered in the accompanying form may be revoked by the person
executing the proxy at any time before the authority thereby granted is
exercised by filing an instrument revoking it or a duly executed proxy bearing a
later date with the Secretary of the Company or if the person executing the
proxy attends the meeting and elects to vote in person. If a choice is specified
in the proxy, shares represented thereby will be voted in accordance with such
choice. If no choice is made, the proxy will be voted FOR the action proposed.
1
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The only matters to be considered at the meeting, so far as known to the
Board of Directors, are the matters set forth in the Notice of Annual Meeting of
Shareholders and routine matters incidental to the conduct of the meeting.
However, if any other matter should come before the meeting or any adjournment
thereof, it is the intention of the persons named in the accompanying proxy or
their substitutes to vote the proxy in accordance with their best judgment on
such matters.
Each shareholder present or represented and entitled to vote on a matter at
the meeting or any adjournment thereof will be entitled to one vote on such
matter for each share held by him of record at the close of business on December
2, 1994, which is the record date for determining the shareholders entitled to
notice of and to vote at such meeting or any adjournment thereof. The number of
outstanding shares of the $.50 par value Common Stock of the Company (the
"Common Stock") at the close of business on December 2, 1994 was 21,098,518
shares.
PRINCIPAL HOLDERS OF THE COMMON STOCK AND HOLDINGS OF MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Common Stock of the only persons known by the
Company to own beneficially more than 5% of the Common Stock:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE
AND NATURE OF OF SHARES
NAME AND ADDRESS BENEFICIAL OWNERSHIP OUTSTANDING
<S> <C> <C>
FMR Corp. 2,511,250(1) 11.9%
Fidelity Management & Research
Company
82 Devonshire Street
Boston, MA 27417
Firstar Corporation 1,308,800(2) 6.2%
Firstar Investment Research &
Management Company
777 E. Wisconsin Avenue
Milwaukee, WI 53202
</TABLE>
(1) The information concerning beneficial ownership is derived from a Schedule
13G dated February 11, 1994. FMR Corp., through its control of Fidelity
Management Trust Company, has sole voting and dispositive power over 9,900
2
<PAGE>
shares. Fidelity Management & Research Company, a wholly-owned subsidiary of
FMR Corp. and a registered investment adviser, is the beneficial owner of
and has sole dispositive power over 2,501,350 shares in its capacity as an
investment adviser. Voting power with respect to such shares resides in the
Fidelity Funds' Boards of Trustees. Edward C. Johnson 3d, who owns 34% of
the outstanding common stock of FMR Corp., together with various trusts for
the benefit of Johnson family members, form a controlling group with respect
to FMR Corp.
(2) The information concerning beneficial ownership is derived from Schedule
13Gs dated February 10, 1994. Firstar Corporation, a parent holding company,
or its subsidiary, Firstar Investment Research & Management Company, an
investment adviser, has sole voting power over 1,188,800 shares, sole
dispositive power over 1,284,000 shares and shared voting and dispositive
power over 24,800 shares.
The following table sets forth as of December 2, 1994 certain information
with respect to the beneficial ownership of the Common Stock by Mr. J. Michael
Stidham, an executive officer of the Company, and by all directors and officers
as a group. Information as to the beneficial ownership of each of the directors
individually (including executive officers who are also directors or nominees)
is included in the information on each director or nominee under the heading
"Election of Directors."
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED SHARES OUTSTANDING (1)
<S> <C> <C>
J. Michael Stidham 32,494(2) (3)
All directors and executive 1,353,497(4) 6.3%
officers as a group (16
persons)
</TABLE>
(1) Based on the number of shares outstanding plus options which are presently
exercisable or exercisable within 60 days.
(2) Includes 13,837 shares subject to options which are presently exercisable or
exercisable within 60 days.
(3) Less than 1%.
(4) Includes 490,995 shares subject to options which are presently exercisable
or exercisable within 60 days.
3
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors has eleven members. Three of the directors' terms
expire in 1995. The Board proposes to fill these positions at the meeting with
three nominees to serve, subject to the provisions of the Bylaws, until the
Annual Meeting of Shareholders in 1998 and until their successors are duly
elected and qualified. Directors are elected by a plurality of the votes cast by
the holders of shares entitled to vote in the election of directors at a meeting
at which a majority of the votes entitled to be cast is present. Provided a
majority is present, abstentions and shares not voted are not taken into account
in determining a plurality. It is the intention of the persons named in the
accompanying proxy to vote all proxies solicited by the Board of Directors for
the three nominees listed hereafter for the terms expiring in 1998, unless
authority to vote for the nominees or an individual nominee is withheld by a
shareholder. If for any reason any nominee shall not become a candidate for
election as a director at the meeting, an event not now anticipated, the proxies
will be voted for the three nominees including such substitutes as shall be
designated by the Board of Directors.
4
<PAGE>
The following nominees for election as directors to serve until 1998 were
elected to their present terms, which expire in 1995, at the Annual Meeting of
Shareholders held January 29, 1992, except for Mr. Kilbourne, who is a nominee
for election as a director for the first time this year:
<TABLE>
<CAPTION>
NUMBER OF
NAME AND INFORMATION SHARES PERCENTAGE
DIRECTOR ABOUT BENEFICIALLY OF SHARES
SINCE DIRECTOR OWNED (1) OUTSTANDING (2)
<S> <C> <C> <C>
Clarence W. Walker Partner, Kennedy Covington 57,213(3) (4)
1971 Lobdell & Hickman, L.L.P.,
Attorneys at Law, Charlotte,
NC since 1961. He is 63
years old.
Dennis I. Meyer Partner, Baker & McKenzie, 38,684(5) (4)
1983 Attorneys at Law,
Washington,
DC since 1965. Director of
United Financial Banking
Companies, Inc. (bank
holding company). He is 59
years old.
C. Michael Kilbourne Executive Vice President of 39,291(6) (4)
the Company since 1994 and
Chief Financial Officer of
the Company since 1988; Vice
President of the Company,
1988-1994; Treasurer of the
Company, 1988-1992. He is 44
years old.
</TABLE>
5
<PAGE>
The following members of the Board of Directors were elected to their
present terms, which expire in 1996, at the Annual Meeting of Shareholders held
February 3, 1993 except for Mr. Streeter, who was elected to his present term at
the Annual Meeting of Shareholders held February 2, 1994:
<TABLE>
<CAPTION>
NUMBER OF
NAME AND INFORMATION SHARES PERCENTAGE
DIRECTOR ABOUT BENEFICIALLY OF SHARES
SINCE DIRECTOR OWNED (1) OUTSTANDING (2)
<S> <C> <C> <C>
Nicholas J. St. George President and Chief 250,945(7) 1.2%
1972 Executive Officer of the
Company since 1979. Director
of American Bankers
Insurance Group, Inc. and of
Legg Mason, Incorporated. He
is 55 years old.
Robert D. Harvey, Sr. Executive Vice President of 88,963(8) (4)
1984 the Company since 1989. He
is 52 years old.
A. Steven Michael Executive Vice President and 85,184(9) (4)
1992 Chief Operating Officer of
the Company since 1989. He
is 44 years old.
Sabin C. Streeter Managing Director, Donaldson 12,500(10) (4)
1993 Lufkin & Jenrette Securities
Corporation (investment
banking firm) since 1976.
Director of Middleby
Corporation and FOTOBALL,
Inc. He is 53 years old.
</TABLE>
6
<PAGE>
The following members of the Board of Directors were elected to their
present terms, which expire in 1997, at the Annual Meeting of Shareholders held
February 2, 1994:
<TABLE>
<CAPTION>
NUMBER OF
NAME AND INFORMATION SHARES PERCENTAGE
DIRECTOR ABOUT BENEFICIALLY OF SHARES
SINCE DIRECTOR OWNED (1) OUTSTANDING (2)
<S> <C> <C> <C>
Ralph L. Darling Chairman of the Board of the 513,993(11) 2.4%
1971 Company since 1971. He is 83
years old.
Kermit G. Phillips, II Chairman of the Board, 116,894(12) (4)
1979 Phillips Management Group,
Inc., Greensboro, NC (real
estate development and
management company) since
1974. He is 60 years old.
H. Michael Weaver Chairman of the Board of 48,562(13) (4)
1991 W.H. Weaver Construction
Company (general
construction, real estate
development and management)
since 1975. He is 57 years
old.
Francis T. Vincent, Jr. Private Investor. 8,500(10) (4)
1993 Commissioner of Major League
Baseball, 1989-1992; Deputy
Commissioner of Major League
Baseball, 1988. Director of
Time-Warner Inc., The
Continental Corporation and
Culbro Corporation. He is 56
years old.
</TABLE>
(1) Common Stock ownership information is as of December 2, 1994.
(2) Based on the number of shares outstanding plus shares subject to options
held by the director or nominee which are presently exercisable or
exercisable within 60 days.
(3) Includes 36,090 shares subject to options which are presently exercisable
or exercisable within 60 days and 1,171 shares held by Mr. Walker's wife.
(4) Less than 1%.
7
<PAGE>
(5) Includes 36,090 shares subject to options which are presently exercisable
or exercisable within 60 days and 2,594 shares held by Mr. Meyer's wife.
(6) Includes 21,521 shares subject to options which are presently exercisable
or exercisable within 60 days.
(7) Includes 158,222 shares subject to options which are presently exercisable
or exercisable within 60 days.
(8) Includes 64,304 shares subject to options which are presently exercisable
or exercisable within 60 days.
(9) Includes 60,875 shares subject to options which are presently exercisable
or exercisable within 60 days.
(10) Includes 7,500 shares subject to an option which is presently exercisable
or exercisable within 60 days.
(11) Includes 48,190 shares held by Mr. Darling's wife. A Stock Purchase and
Option Agreement between Mr. Darling and the Estate of Mr. James E.
LaVasque grants to Mr. Darling the right of first refusal to purchase any
of the Common Stock that the Estate proposes to sell. The trusts
established under the will of Mr. LaVasque owned 149,999 shares of Common
Stock at December 2, 1994. None of the LaVasque trust shares are included
above.
(12) Includes 36,090 shares subject to options which are presently exercisable
or exercisable within 60 days.
(13) Includes 15,000 shares subject to options which are presently exercisable
or exercisable within 60 days.
COMMITTEES OF THE BOARD OF DIRECTORS
The Audit Committee is composed of Kermit G. Phillips, II, S. Gray Steifel,
Jr. and Clarence W. Walker. This Committee is responsible for recommending
independent public accountants for the Company and reviewing the Company's
financial statements, audit reports, internal financial controls and internal
audit procedures. The Audit Committee met three times during the year ended
September 30, 1994.
The Compensation Committee is composed of Dennis I. Meyer, Sabin C.
Streeter, Francis T. Vincent, Jr. and H. Michael Weaver. This Committee reviews
8
<PAGE>
and makes recommendations and determinations with respect to the compensation of
officers. The Compensation Committee met six times during the fiscal year ended
September 30, 1994.
The Board of Directors of the Company does not have a Nominating Committee.
The Board of Directors met seven times during the fiscal year ended
September 30, 1994. Each director attended more than 75% of the aggregate of the
number of meetings of the Board of Directors and the number of meetings of all
Committees on which he served.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is currently composed of Dennis I. Meyer, Sabin
C. Streeter, H. Michael Weaver and Francis T. Vincent, Jr. Until February 2,
1994, Clarence W. Walker was a member of the Compensation Committee.
Donaldson Lufkin & Jenrette Securities Corporation, of which Sabin C.
Streeter is Managing Director, has provided investment banking services to the
Company during the past fiscal year and such firm may provide similar services
to the Company during the current fiscal year.
Weaver, Grubar & Black Company, a real estate broker of which H. Michael
Weaver is Chairman of the Board and principal shareholder, has performed
brokerage services for the Company in connection with the Company's purchase of
certain properties but did not receive any compensation from the Company during
fiscal 1994 for such services. In addition, W. H. Weaver Construction Company,
of which Mr. Weaver is Chairman of the Board and principal shareholder, is
serving as construction manager in connection with the construction of the
Company's new headquarters in Greensboro, North Carolina. W. H. Weaver
Construction Company will receive $440,000 for such services.
The law firm of Kennedy Covington Lobdell & Hickman, L.L.P., of which
Clarence W. Walker is a partner, has served as counsel to the Company since
1971. It is expected that such firm will continue to serve as counsel to the
Company during the current fiscal year.
9
<PAGE>
COMPENSATION COMMITTEE REPORT
COMPENSATION COMMITTEE. The Compensation Committee (the "Committee") is a
standing committee of the Board of Directors composed of outside directors who
are not employees of the Company. Mr. Streeter is the Chairman. Messrs. Meyer,
Vincent and Weaver are the other members.
The Committee attempts to insure that the executive compensation programs
of the Company are developed, implemented and administered in a way that
supports the Company's objective of linking compensation to performance. The
Committee reviews and sets the base compensation and incentive compensation
targets of senior executives, including the President and Chief Executive
Officer, Nicholas J. St. George, and administers the Company's 1990 Long Term
Performance Plan, including the granting of stock options and stock appreciation
rights ("SARs") and long-term cash incentive compensation awards thereunder.
CORPORATE COMPENSATION PHILOSOPHY. The Committee believes that base
compensation should be at a level sufficient to enable the Company to attract
and retain the highly qualified executives it needs and that incentives should
be provided to maximize the Company's financial and operating results each year
and over the long term. A major portion of each executive's annual compensation
is provided through bonuses dependent on the accomplishment of annual
performance goals set by the Committee and long-term incentives are provided
through long-term cash incentive compensation awards and grants of stock options
and SARs which link the interests of the Company's executives and shareholders.
EXECUTIVE COMPENSATION. The Company's executive compensation program is
composed of three basic elements: (A) base salary; (B) annual incentive
opportunities to earn significant additional cash; and (C) long-term
opportunities to accumulate shares of Common Stock and SARs and to earn cash
awards based upon the Company's performance.
Base Salary. The Committee believes that in fiscal 1994 it set executive
officers' base salaries at a level below the average level at comparable
companies, despite the fact that executive officers' base salaries for the four
most highly compensated executive officers other than Mr. St. George increased
an average of 37% for fiscal 1994 compared to fiscal 1993. These increases were
made because of the Committee's determination that executive base salaries were
significantly lower than base salaries at comparable companies. The Committee
believes that the increase in the level of base salary of the Company's
executives
10
<PAGE>
was desirable to enable the Company to attract and retain the highly qualified
individuals the Company needs.
Annual Incentive Compensation. The Committee establishes an annual
incentive compensation pool to be distributed among participating executive
officers (according to predetermined participation percentages) if a level of
target net earnings set by the Committee is met. This pool diminishes if net
earnings are less than the target and increases if the target is exceeded. The
executives eligible to participate and their percentage participation is
determined by the Committee based upon the participant's level of responsibility
and capacity to contribute to the achievement of annual profit goals. The
Committee attempts to set an incentive compensation pool that will allow
executives' annual cash compensation (base salary plus incentive compensation)
to significantly exceed the median annual cash compensation levels at comparable
companies if the Company achieves the target net income. The average bonuses
received in fiscal 1994 by the four most highly compensated executive officers
other than Mr. St. George were 10% lower than in fiscal 1993. This is a result
of certain one-time bonuses paid in fiscal 1993 and an increase in the target
net earnings for fiscal 1994.
Long Term Incentive Awards. The Committee provides long term incentives
in the form of stock options, SARs and performance-based cash awards granted
under the Company's 1990 Long Term Performance Plan. The stock options and SARs
seek to advance the long term interests of the shareholders by providing rewards
to executives if the price of the Company's stock appreciates. The number of
stock options and SARs granted by the Committee is based on the level of
responsibility of the executive and the executive's performance. The executive's
right to exercise stock options or SARs vests over a period generally ranging
from one to five years. Certain options and SARs granted by the Committee are
contingent upon the Company meeting certain target performance levels.
In November 1993 the Committee established a three-year performance
program, consisting of grants of stock options and performance-based cash awards
to the executive officers and certain other key employees of the Company. The
stock options are exercisable in November 1996. The performance-based cash
awards are subject to shareholder approval at the 1995 Annual Meeting of
Shareholders. The performance-based cash awards will increase or decrease based
upon the Company's net income over the three-year period. A more complete
description of the terms of the performance-based cash awards is included under
the heading "Approval of Three-Year Incentive Awards for Executive Officers and
11
<PAGE>
Certain Key Employees." The performance-based cash awards are designed to
provide executive officers compensation significantly above levels at comparable
companies if the Company achieves significant increases in net income over the
three-year period. The stock and cash elements of the program are designed to
link the interests of the executive officers and key employees of the Company
with the long-term performance of the Company which the Committee believes will
add to shareholder value.
DEDUCTIBILITY OF COMPENSATION. The Committee generally attempts to see that
cash compensation paid to executive officers is deductible for federal income
tax purposes. All but an insignificant amount of the cash compensation paid in
fiscal 1994 was deductible. However, cash compensation payable under the annual
incentive compensation pool could cause a portion of the Company's cash
compensation not to be deductible in fiscal 1995. The Compensation Committee
expects to examine this in fiscal 1995. Because the three-year cash awards may
result in certain executive officers receiving more than $1 million in cash
compensation in the year in which such awards are paid, the Committee is seeking
shareholder approval of the three-year cash awards to insure deductibility of
such cash awards. However, if such shareholder approval is not obtained, the
Committee will retain the right to pay compensation in excess of $1 million,
whether or not such compensation is deductible, and will do so if the Committee
determines that such payments are necessary or desirable to attract and retain
quality executives. Stock options granted by the Committee are generally
incentive stock options. As a result, the Company receives no tax deduction on
the exercise of such options.
CHIEF EXECUTIVE OFFICER COMPENSATION. The Company's compensation for the
President and Chief Executive Officer, Mr. Nicholas J. St. George, consists of
the same three basic elements as that for the Company's other executive
officers.
Base Salary. Mr. St. George's base salary was set for fiscal 1994 at
$325,000, which represents an increase of 62.5% in Mr. St. George's base salary
over fiscal 1993. This raise in Mr. St. George's base salary resulted from the
Committee's belief that Mr. St. George's base salary was significantly lower
than base salaries of chief executive officers at comparable companies. Despite
the increase in Mr. St. George's base salary, the Committee is advised that Mr.
St. George's base salary in fiscal 1994 continued to be lower than the median
base compensation of chief executive officers at comparable companies.
Annual Incentive Compensation. Mr. St. George's fiscal 1994
participation in the incentive compensation pool for senior executives was
significantly
12
<PAGE>
higher than any of the other executives who participated in the pool, reflecting
Mr. St. George's level of responsibility. Mr. St. George's bonus for fiscal 1994
was $673,000, a decrease of 11% from fiscal 1993. This decrease is a result of
the higher target net earnings established by the Committee for purposes of the
incentive compensation pool for fiscal 1994.
Long Term Incentive Awards. Mr. St. George was one of the executive
officers selected by the Committee to receive stock options and performance-
based cash awards in November 1993. Mr. St. George was granted options to
purchase a total of 82,500 shares of Common Stock exercisable in November 1996
along with certain rights to receive cash payments at the time of exercise to
help offset Mr. St. George's tax obligations resulting from the exercise of a
50,000 share nonqualified portion of the option. In addition, Mr. St. George was
awarded the opportunity to earn a target amount of $1,102,000 in a
performance-based cash award. This amount may be significantly increased based
upon the net income of the Company over a three-year period. The
performance-based cash award is subject to the approval of the shareholders at
the 1995 Annual Meeting of Shareholders and is more fully described under the
heading "Approval of Three-Year Incentive Awards for Executive Officers and
Certain Key Employees."
Sabin C. Streeter, Chairman
Dennis I. Meyer
H. Michael Weaver
Francis T. Vincent, Jr.
13
<PAGE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
Presented below is a line graph comparing the yearly percentage change in
the Company's cumulative shareholder return on the Company's Common Stock
against the cumulative total return of the Standard & Poors ("S&P") 500 Index
and a peer group for the period commencing October 1, 1989 and ending September
30, 1994, covering the Company's last five fiscal years. The peer group consists
of the following publicly traded companies, all of which are engaged in aspects
of the manufactured housing industry: Cavalier Homes, Inc., Champion
Enterprises, Inc., Clayton Homes, Inc., Fleetwood Enterprises, Inc., Liberty
Homes, Inc., Schult Homes Corporation and Skyline Corporation.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG THE COMPANY, S&P 500 INDEX AND PEER GROUP
OAKWOOD HOMES CORPORATION
TOTAL CUMULATIVE SHAREHOLDER RETURN FOR
PERIOD ENDING SEPTEMBER 30, 1994
(Comparison graph appears here. See Appendix.)
14
<PAGE>
EXECUTIVE COMPENSATION
The table below shows certain compensation information for the three fiscal
years ended September 30, 1994 concerning the Company's Chief Executive Officer
and the Company's other four most highly compensated executive officers
(collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
OTHER ANNUAL OPTIONS/ ALL OTHER
NAME AND FISCAL SALARY BONUS COMPENSATION SARS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($)(1) (#) ($)(2)
<S> <C> <C> <C> <C> <C> <C>
Nicholas J. St. George 1994 325,000 673,000 -- 82,500/0 14,015
President and Chief 1993 200,000 758,400 -- 0 6,302
Executive Officer 1992 200,000 384,300 -- 0 N/A
A. Steven Michael 1994 180,000 282,000 -- 17,000/0 10,385
Executive Vice President 1993 115,000 327,300 -- 0 8,708
of the Company 1992 115,000 170,000 -- 60,000/15,000 N/A
Robert D. Harvey, Sr. 1994 145,000 206,800 -- 10,500/0 10,568
Executive Vice President 1993 110,000 229,650 -- 0 13,060
of the Company 1992 110,000 124,000 -- 36,000/9,000 N/A
C. Michael Kilbourne 1994 140,000 206,800 -- 11,000/0 4,837
Executive Vice President 1993 100,000 252,800 -- 0 6,302
of the Company 1992 100,000 110,000 -- 42,000/10,500 N/A
J. Michael Stidham
Executive Vice President 1994 105,000 177,000 -- 5,000/0 5,169
of Oakwood Mobile 1993 90,000 164,450 -- 0 5,034
Homes, Inc. 1992 80,000 81,887 -- 36,000/9,000 N/A
</TABLE>
(1) No Named Executive Officer has received personal benefits during the listed
years in excess of the lesser of $50,000 or 10% of annual salary and bonus.
(2) The components of the amounts shown in this column consist of Company
contributions under the Company's various retirement plans for Messrs. St.
George, Michael, Harvey, Kilbourne and Stidham, respectively, of
approximately $13,655, $8,149, $5,436, $4,717 and $4,377, for 1994 and
$6,302, $6,302, $6,302, $6,302 and $4,309 for 1993, and the interest accrued
on deferred compensation accounts that are considered by the Securities and
Exchange Commission to be at above-market rates in the amounts of $360,
$2,236, $5,132, $120 and $792 for the accounts of Messrs. St. George,
Michael, Harvey, Kilbourne and Stidham, respectively, for 1994 and $2,406,
$6,758 and $725 for the accounts of Messrs. Michael, Harvey and Stidham,
15
<PAGE>
respectively, for 1993. Information for the 1992 fiscal year is not
presented pursuant to transitional rules of the Securities and Exchange
Commission.
The table below sets forth all option and SAR grants during the fiscal year
ended September 30, 1994 to each Named Executive Officer and the potential
realizable value of each grant of options assuming annualized appreciation in
the Common Stock at the rate of 5% and 10% over the term of the option.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
% OF TOTAL
NUMBER OF OPTIONS/ POTENTIAL REALIZABLE
SHARES SARS VALUE AT ASSUMED ANNUAL
UNDERLYING GRANTED TO EXERCISE RATES OF STOCK PRICE
OPTIONS/ EMPLOYEES OR BASE APPRECIATION FOR
SARS IN FISCAL PRICE EXPIRATION OPTION TERM
NAME GRANTED YEAR ($/SH) DATE 5% 10% ($)
<S> <C> <C> <C> <C> <C> <C>
Nicholas J. St. George 32,500 15.5% $26.50 11/16/2003 541,640 1,372,574
50,000(1) 23.8% $26.50 11/16/2003 833,292 2,111,652
A. Steven Michael 17,000 8.1% $26.50 11/16/2003 283,319 717,962
Robert D. Harvey, Sr. 10,500 5.0% $26.50 11/16/2003 174,991 443,447
C. Michael Kilbourne 11,000 5.2% $26.50 11/16/2003 183,324 464,564
J. Michael Stidham 5,000 2.4% $26.50 11/16/2003 83,329 211,165
</TABLE>
(1) Grant also included a tax-reimbursement element which will flow through to
Mr. St. George certain tax benefits the Company may receive relating to Mr.
St. George's exercise.
16
<PAGE>
The table below sets forth, on an aggregated basis, each exercise of stock
options or SARs during the fiscal year ended September 30, 1994 by each of the
Named Executive Officers and the 1994 fiscal year-end value of unexercised
options and SARs.
AGGREGATED OPTION/SAR EXERCISES IN THE 1994
FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES AT FY-END AT FY-END
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C>
Nicholas J. St. George 40,000 $883,700 158,222/187,653 $3,115,860/$1,745,540
A. Steven Michael 0 0 60,875/ 77,000(1) $ 1,253,892/$ 918,600
Robert D. Harvey, Sr. 6,152 $106,876 64,304/ 46,500(1) $ 1,306,312/$ 551,160
C. Michael Kilbourne 0 0 21,521/ 53,000(1) $ 433,644/$ 643,020
J. Michael Stidham 0 0 13,837/ 41,000(1) $ 280,052/$ 551,160
</TABLE>
(1) Includes options to purchase certain shares and certain stock appreciation
rights which are contingent upon Company performance and certain other
factors through the 1995 fiscal year. Assumes all shares and stock
appreciation rights will be earned.
17
<PAGE>
The table below sets forth information concerning certain long-term
incentive awards (the "Awards") made during the fiscal year ended September 30,
1994. The Awards are payable in cash and contain no minimum or maximum payment.
The amount paid depends on the increase in the Company's net income during the
three-year period ending September 30, 1996 and the target award assumes a 15%
compound growth rate in the Company's net income over the three-year period. The
amount paid may be substantially above the target award. The awards are more
fully described under the caption "Approval of Three-Year Incentive Awards for
Executive Officers and Certain Key Employees."
LONG-TERM INCENTIVE PLANS --
AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERFORMANCE
PERIOD
UNTIL
MATURATION TARGET
NAME NUMBER OF UNITS OR PAYOUT FUTURE PAYOUT
<S> <C> <C> <C>
Nicholas J. St. George 1,102,000 November 16, 1996 $ 1,102,000
A. Steven Michael 580,000 November 16, 1996 $ 580,000
Robert D. Harvey, Sr. 356,000 November 16, 1996 $ 356,000
C. Michael Kilbourne 372,000 November 16, 1996 $ 372,000
J. Michael Stidham 170,000 November 16, 1996 $ 170,000
</TABLE>
COMPENSATION OF DIRECTORS
The directors of the Company who are not employees are paid an annual fee
of $22,000 plus $1,000 for each Board meeting attended, $1,000 for each
Committee meeting attended and not held on the same day as a Board meeting and
$500 for each Board meeting participated in by conference telephone. Non-
employee directors are also eligible to receive stock options under the
Company's 1990 Director Stock Option Plan under which each non-employee director
was granted an option to purchase 7,500 shares of the Common Stock on each of
July 30, 1992 and 1994 and will be granted an option to purchase 7,500 shares of
Common Stock on July 30, 1996 at an option price equal to the fair market value
of the Common Stock on such dates. The number of shares granted on July 30, 1996
may be adjusted downward if there is not a sufficient number of shares reserved
under the plan.
18
<PAGE>
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND
CHANGE OF CONTROL ARRANGEMENTS
The Company has entered into employment agreements with Messrs. St. George,
Harvey and Michael. The agreements provide that in the event of a change of
control of the Company, as defined in the agreements, before or on January 30,
1996, these executives will remain in the employ of the Company for two years
after such change of control. If the employment of an executive is terminated
within two years after such change of control for reason other than death,
disability or cause, as defined in the agreements, or if an executive resigns
during such time for good reason, as defined in the agreements, the executive is
entitled to a lump sum payment equal to two times his annual compensation. The
agreements are intended to provide key executives a greater sense of security,
assure their objectivity in analyzing any potential change in control and
preserve continuity of management in the event of a change in control.
The Company has entered into Executive Disability Benefit Agreements with
Messrs. St. George and Harvey. Under the disability agreements, the Company will
pay to these executives their then current base salary for the first 180 days
they are totally disabled. After such time, they will be paid specified sums so
long as they are totally disabled and under the age of 65. The agreements
provide for Messrs. St. George and Harvey to receive $23,942 and $4,953 per
month, respectively, in the event of their total disability. In the event of a
partial disability, the executives will receive lesser payments. In no event,
however, will the Company be obligated under the disability agreements to pay
more than twice the amount of the payments the Company will receive pursuant to
disability income policies purchased by the Company to insure each executive.
The Company has entered into Executive Retirement Benefit Employment
Agreements with Messrs. St. George, Harvey, Michael, Kilbourne and Stidham.
Pursuant to the retirement agreements, these executives will receive monthly
retirement benefit payments for a period of fifteen years. The amount of such
retirement payments will vary according to the reason for the termination of the
executive's employment and the age of the executive at the time of termination.
Mr. St. George is entitled to payments if he retires after reaching age 55 and
Messrs. Harvey, Michael, Kilbourne and Stidham after reaching age 60. The annual
retirement benefit payable upon retirement at age 65 to each of the Named
Executive Officers is as follows: $403,212 for Mr. St. George, $165,012 for Mr.
Harvey, $315,680 for Mr. Michael, $150,399 for Mr. Kilbourne and
19
<PAGE>
$158,351 for Mr. Stidham. The benefit amount decreases for each year the
executive retires before age 65. Retirement benefits will be paid to an
executive if he leaves the Company before the minimum retirement age as a result
of a termination without cause or a voluntary termination with the approval of
the Board of Directors or if an executive is terminated without his consent and
without cause after a change of control of the Company.
COMPLIANCE WITH SECTION 16(A) OF SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities and Exchange Act of 1934 (the "Exchange
Act") requires the Company's directors and executive officers and persons who
own more than 10% of the Company's Common Stock to file with the SEC initial
reports of ownership and reports of changes in ownership of the Common Stock and
other equity securities. Officers, directors and greater than 10% shareholders
are required to furnish the Company with copies of all such reports they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended September 30, 1994, all
Section 16(a) filing requirements applicable to its executive officers,
directors and greater than 10% beneficial shareholders were complied with,
except that Larry T. Gilmore, an executive officer of the Company, failed to
report one transaction. Such transaction has since been reported.
APPROVAL OF THREE-YEAR INCENTIVE AWARDS FOR
EXECUTIVE OFFICERS AND CERTAIN KEY EMPLOYEES
In November 1993, the Compensation Committee of the Board of Directors
awarded certain executive officers and key employees performance-based cash
awards (the "Three-Year Incentive Awards") under the Company's 1990 Long Term
Performance Plan, subject to shareholder approval at the 1995 Annual Meeting of
Shareholders. The Company's 1990 Long Term Performance Plan, which was approved
by the shareholders at the Company's 1991 Annual Meeting of Shareholders,
authorizes the Compensation Committee to make cash incentive awards to key
employees. The Three-Year Incentive Awards are designed to provide long-term
performance compensation to the executive officers and certain key employees of
the Company in the event specific net income goals are achieved.
20
<PAGE>
BACKGROUND. The Revenue Reconciliation Act of 1993 added Section 162(m) to
the Internal Revenue Code (the "Code") effective January 1, 1994. Section 162(m)
provides, among other things, that compensation in excess of $1,000,000 paid to
a corporation's chief executive officer and the four other highest paid
executive officers who are employed by the corporation at the end of a fiscal
year will not be deductible for Federal income tax purposes unless the
compensation is "qualified performance-based compensation." The Compensation
Committee believes that the Three-Year Incentive Awards currently comply with
all of the requirements for "qualified performance-based compensation" except
possibly the shareholder approval requirement. Even though the shareholders of
the Company have previously approved the 1990 Long Term Performance Plan under
which the Three-Year Incentive Awards have been granted, the Compensation
Committee is seeking shareholder approval so that there can be no question about
shareholder approval of the Three-Year Incentive Awards because such Awards
could cause compensation paid to certain executive officers to exceed $1 million
in the year in which the Awards are paid. The following is a summary of the
material terms of the Three-Year Incentive Awards.
ADMINISTRATION. The Program will be administered by the Compensation
Committee of the Board of Directors.
ELIGIBILITY. Ten key employees of the Company have been selected by the
Compensation Committee to receive Three-Year Incentive Awards, including all
Named Executive Officers, three additional executive officers and two other key
employees. Such employees were selected to receive awards based on their level
of responsibility and overall contribution to the performance of the Company.
OPERATION OF THE PROGRAM. The Three-Year Incentive Awards provide each of
the participating key employees with the opportunity to earn a target cash
payment (the "Target Cash Payment") if the aggregate net income of the Company
for the three fiscal years ending September 30, 1996 ("Three-Year Net Income")
equals $97,846,000 ("Target Three-Year Net Income"), such amount being the
equivalent of a compound increase of 15% each year of the three year period over
the Company's net income for its fiscal year ended September 30, 1993 ("Base Net
Income"). For purposes of determining the compound annual growth rate, it is
assumed that Three-Year Net Income grew at a constant compounded rate regardless
of the actual level of net income in any given year. In the event Three-Year Net
Income exceeds Target Three-Year Net Income, then the amounts payable to such
individuals will increase as follows: for each 1% by
21
<PAGE>
which the compound annual growth rate of Three-Year Net Income over Base Net
Income exceeds 15%, the cash payment to each participant will be increased by
25% of the Target Cash Payment. If Three-Year Net Income falls short of Target
Three-Year Net Income, then the amounts payable shall decrease as follows: for
each 1% by which the compound annual growth rate of Three-Year Net Income over
Base Net Income is less than 15%, the cash payment to each participant will be
decreased by 33 1/3% of the Target Cash Payment. For increases or decreases that
amount to less than 1% in compound growth rates, the increase or decrease in the
Target Cash Payment shall be prorated accordingly. No cash payments will be made
if Three-Year Net Income represents a 12% or lower compound annual growth rate
over Base Net Income.
For purposes of the Three-Year Incentive Awards, Three-Year Net Income and
Target Three-Year Net Income are determined based on the consolidated income of
the Company and its subsidiaries before accruals for the cash incentive
compensation payable under the Three-Year Incentive Awards but after provision
for income taxes, and will be determined by the Compensation Committee by
reference to the consolidated financial statements of the Company prepared in
accordance with generally accepted accounting principles and audited by the
Company's regularly employed certified public accountants. The Compensation
Committee may, in its discretion, order downward adjustments to the amount of
the Three-Year Incentive Awards to take account of significant transactions that
externally affect Three-Year Net Income, such as mergers, acquisitions and stock
offerings.
The Target Cash Payment amounts for the Chief Executive Officer, each of
the Named Executive Officers, all executive officers as a group and all
employees other than executive officers as a group are shown below. The Target
Cash Payments presented in the table below are based on Three-Year Net Income
equaling Target Three-Year Net Income, or a 15% compound increase in Three-Year
Net Income over Base Net Income. The amounts actually paid may be significantly
higher than the Target Cash Payments. In fiscal 1994, before accruals for the
Three-Year Incentive Awards, the Company had net income as determined under the
Three-Year Incentive Awards of approximately $36.1 million, approximately a 46%
increase over Base Net Income. In fiscal 1994, the Company accrued approximately
$3.46 million for payment of the Three-Year Incentive Awards.
22
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION TARGET CASH PAYMENT
<S> <C>
Nicholas J. St. George $ 1,102,000
President and Chief Executive
Officer
A. Steven Michael 580,000
Executive Vice President
Robert D. Harvey 356,000
Executive Vice President
C. Michael Kilbourne 372,000
Executive Vice President
J. Michael Stidham 170,000
Executive Vice President of Oakwood
Mobile Homes, Inc.
All executive officers as a group 3,010,000
(8 persons)
All employees other than executives 284,000
officers as a group (2 persons)
</TABLE>
No employee not named has a Target Cash Payment greater than $170,000.
A participant will forfeit all rights to receive any cash payments under
the Three-Year Incentive Awards unless he remains in the continuous employment
of the Company from November 16, 1993 through November 16, 1996, except that if
a participant's employment is terminated by reason of his death or disability
occurring after November 16, 1994 then (i) with respect to such participant, the
compound growth rate in net income will be determined on the basis of the number
of full fiscal years of the Company that have elapsed between September 30, 1993
and the date of termination and (ii) the cash awards, if any, earned by such
participant will be prorated by multiplying the Target Cash Award by a fraction
the numerator of which is the number of full fiscal years that have elapsed
between September 30, 1993 and the date of termination and the denominator of
which is three.
AMENDMENT OF THE PROGRAM. The terms of the Three-Year Incentive Awards may
be amended at any time by the Compensation Committee in its sole discretion in
order to adjust downward the Three-Year Incentive Awards to reflect significant
transactions that may externally affect Three-Year Net Income such as mergers,
acquisitions and stock offerings and may be amended to qualify the Three-Year
Incentive Awards as "qualified performance-based compensation" under Code
Section 162(m). The Compensation Committee is not permitted to amend the terms
of the Three-Year Incentive Awards to increase the benefits
23
<PAGE>
payable to any participant. As required by Code Section 162(m), no material term
of the Three-Year Incentive Awards will be amended without shareholder approval.
RECOMMENDATION. Payment of the Three-Year Incentive Awards is subject to
the condition that the awards be approved by the shareholders of the Company.
The Compensation Committee believes that the Three-Year Incentive Awards provide
an important link between the compensation of the Company's key employees and
the Company's long-term performance. If the shareholders do not approve the
Three-Year Incentive Awards, the Compensation Committee will retain the right to
provide additional compensation that it believes desirable to insure that the
Company will retain the services of key employees who had received Three-Year
Incentive Awards. Such compensation may not be deductible for Federal income tax
purposes.
The Board of Directors recommends a vote FOR approval of the Three-Year
Incentive Awards. The affirmative vote of a majority of votes cast with respect
to the Three-Year Incentive Awards is required for approval of the Three-Year
Incentive Awards. Abstentions and broker non-votes will have no effect. Proxies
solicited by the Board of Directors will be voted for the approval of the
Three-Year Incentive Awards, unless shareholders specify a different choice.
APPROVAL OF AN AMENDMENT TO THE COMPANY'S BYLAWS
On November 16, 1993, the Board of Directors approved, subject to the
approval of the shareholders at the 1995 Annual Meeting of Shareholders, an
amendment to Section 3.2 of Article III of the Bylaws of the Company which would
increase the minimum and maximum number of members of the Board of Directors.
The Bylaws as currently in effect provide that the number of directors of the
Company shall not be less than three nor more than eleven. The current Bylaws,
as well as the proposed amendment to the Bylaws, provide for directors to serve
three-year staggered terms. As amended, the Bylaws would provide that the number
of directors of the Company shall not be less than seven nor more than fifteen.
Amended Section 3.2 would read as follows:
Section 3.2 NUMBER, TERM AND QUALIFICATION. The Number of
Directors of the Corporation shall be a maximum of fifteen (15) and a
minimum of seven (7) and the exact number of directors within these
limits shall be fixed from time to time by resolution of the Board of
Directors. Any directorships not filled by the shareholders shall be
treated as
24
<PAGE>
vacancies to be filled by and in the discretion of the Board of
Directors. The directors shall be divided into three classes, each
class to be as nearly equal in number as possible. Each class of
directors shall be elected to serve for terms of three (3) years and
until their successors shall be elected and qualified. In the event of
any increase in the authorized number of directors, the additional
directors shall be classified so that all classes of directors shall
be increased equally, as nearly as possible, and, in the event of any
decrease in the authorized number of directors, all classes of
directors shall be decreased equally, as nearly as possible. In the
event of the death, resignation, retirement, removal or
disqualification of a director during his elected term of office, his
successor shall be elected to serve only until the expiration of the
term of his predecessor. Directors need not be residents of the State
of North Carolina or shareholders of the Corporation.
The amendment will not create a vacancy on the Board of Directors unless
the directors vote to increase the size of the Board of Directors. In such
event, under North Carolina law the Board of Directors may fill any vacancies
created until the next annual meeting of shareholders.
The current bylaw was adopted when the Company was significantly smaller
than it currently is. There are now eleven members of the Board of Directors,
the maximum permitted under the Company's present Bylaws. The Board of Directors
believes that the amendment is desirable so that the Board of Directors will
have the flexibility, if it deems it advisable, to add additional members to the
Board of Directors who can contribute to the continued growth of the Company.
The amendment requires the affirmative vote of the holders of at least 75%
of the shares of the Common Stock entitled to vote. Abstentions and broker non-
votes will have the effect of negative votes. Proxies solicited by the Board of
Directors will be voted for the approval of the amendment, unless shareholders
specify a different choice. The Board of Directors recommends a vote FOR the
approval of the amendment to the Bylaws.
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Price Waterhouse LLP as independent
public accountants to examine the financial statements of the Company and its
subsidiaries for the fiscal year ending September 30, 1995. This selection is
being presented to the shareholders for their ratification at the Annual
Meeting.
25
<PAGE>
The firm of Price Waterhouse LLP has examined the financial statements of
the Company since 1977. Representatives of Price Waterhouse LLP are expected to
be present at the Annual Meeting of Shareholders with an opportunity to make a
statement if they desire to do so and are expected to be available to respond to
appropriate questions.
The Board of Directors recommends a vote FOR ratification of the selection
of Price Waterhouse LLP as independent public accountants to examine the
financial statements of the Company and its subsidiaries for the fiscal year
ending September 30, 1995, and proxies solicited by the Board of Directors will
be so voted unless shareholders specify otherwise.
SHAREHOLDER PROPOSALS
Any proposal that a shareholder intends to present for action at the 1996
Annual Meeting of Shareholders, currently scheduled for January 31, 1996, must
be received by the Company no later than August 25, 1995 in order for the
proposal to be included in the proxy statement and form of proxy for the 1996
Annual Meeting of Shareholders. The proposal should be sent to Secretary,
Oakwood Homes Corporation, Box 7386, Greensboro, North Carolina 27417-0386.
26
<PAGE>
OAKWOOD HOMES CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD FEBRUARY 1, 1995
The undersigned hereby appoints RALPH L. DARLING and NICHOLAS J. ST. GEORGE,
and each or either of them proxies, with full power of substitution, with the
powers the undersigned would possess if personally present, to vote, as
designated below, all shares of the $.50 par value Common Stock of the
undersigned in Oakwood Homes Corporation at the Annual Meeting of Shareholders
to be held February 1, 1995, and at any adjournment thereof.
This proxy will be voted FOR the election of all nominees as directors and
FOR items 2, 3 and 4 unless otherwise specified. The Board of Directors
recommends voting for on each item.
1. ELECTION OF DIRECTORS: Nominees are Clarence W. Walker, Dennis I. Meyer and
C. Michael Kilbourne
<TABLE>
<S> <C>
FOR all listed nominees (except do not vote for the WITHHOLD AUTHORITY to vote for the listed nominees
nominee(s) whose name(s) I have written below)
</TABLE>
2. APPROVAL OF THREE-YEAR INCENTIVE AWARDS FOR EXECUTIVE OFFICERS AND CERTAIN
KEY EMPLOYEES
FOR AGAINST ABSTAIN
3. APPROVAL OF AMENDMENT TO BYLAWS
FOR AGAINST ABSTAIN
4.RATIFICATION OF SELECTION OF PRICE WATERHOUSE LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS
FOR AGAINST ABSTAIN
(Continued and to be signed on the reverse)
<PAGE>
(Continued from other side)
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
Receipt of the Notice of Annual Meeting and accompanying Proxy Statement is
hereby acknowledged. This proxy will be voted as specified herein, and, unless
otherwise directed, will be voted FOR the election of all nominees and FOR items
2, 3 and 4.
Please date, sign exactly as printed below and return promptly in the
enclosed postage-paid envelope.
Dated: , 199 .
(When signing as attorney,
executor, administrator,
trustee, guardian, etc., give
title as such. If a joint
account, each joint owner
should sign personally.)
******************************************************************************
Appendix
1989 1990 1991 1992 1993 1994
Oakwood Homes 100 110 220 380 650 640
S & P 500 100 90 120 180 240 260
Peer Group 100 100 110 120 150 160
