Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OAKWOOD HOMES CORPORATION
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-0985879
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2225 SOUTH HOLDEN ROAD, POST OFFICE BOX 7386, GREENSBORO, NORTH CAROLINA
27417-0386
(Address of Principal Executive Offices) (Zip Code)
OAKWOOD HOMES CORPORATION KEY EMPLOYEE STOCK PLAN
(Full title of the Plan)
MYLES E. STANDISH
OAKWOOD HOMES CORPORATION
2225 SOUTH HOLDEN ROAD
POST OFFICE BOX 7386
GREENSBORO, NORTH CAROLINA 27417-0386
(Name and address of agent for service)
(910) 547-4508
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Share* Offering Price* Registration Fee
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<S> <C> <C> <C> <C>
$.50 Par Value
Common Stock 1,500,000 shares $44.375 $66,562,500 $22,952.59
================================================================================================================================
</TABLE>
* Estimated solely for the purposes of calculating the registration fee pursuant
to Rule 457(c) and (h)(1) on the basis of $44.375 per share, the average of the
high and low prices for the Common Stock on the New York Stock Exchange on
February 13, 1996.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* The information required by Items 1 and 2 of Part I of Form S-8 is omitted
from this registration statement in accordance with the Note to Part 1 of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by Oakwood Homes Corporation
(the "Company") with the Securities and Exchange Commission, Commission file
number 1-7444, are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1995.
(c) None.
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated June 26,
1974, as amended by Amendment No. 1 to Form 8-A dated July 8,
1974, and as further amended in the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1991, including
any amendment or report filed for the purpose of updating such
description.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such reports
and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity and legality of the Oakwood Common Stock offered hereby
have been passed upon for Oakwood by Kennedy Covington Lobdell & Hickman,
L.L.P., NationsBank Corporate Center, Suite 4200, 100 North Tryon Street,
Charlotte, North Carolina 28202. Clarence W. Walker, a partner of the firm of
Kennedy Covington Lobdell & Hickman, L.L.P., is a member of the Board of
Directors of Oakwood and Myles E. Standish, of counsel to the firm of Kennedy
Covington Lobdell & Hickman, L.L.P., is senior vice president and general
counsel of Oakwood. At February 15, 1996, Mr. Walker and other partners and
associates of Kennedy Covington Lobdell & Hickman, L.L.P. and their spouses and
minor children owned beneficially an aggregate of 52,334 shares of Oakwood
Common Stock.
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<PAGE>
Item 6. Indemnification of Directors and Officers.
The North Carolina Business Corporation Act contains provisions
prescribing the extent to which directors and officers shall or may be
indemnified against liabilities which they may incur in their capacities as
such. Under those provisions the availability or requirements of indemnification
or reimbursement of expenses is dependent upon numerous factors, including
whether the action is brought by the corporation or by outsiders and the extent
to which the potential indemnitee is successful in his defense. The Bylaws of
the Company provide for indemnification of directors to the fullest extent
permitted by law.
The statute also permits a corporation to purchase and maintain
insurance on behalf of its directors and officers against liabilities which they
may incur in their capacities as such, whether or not the corporation would have
the power to indemnify them under other provisions of the statute. The Company
has purchased insurance to provide for indemnification of directors and
officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion of Kennedy Covington Lobdell & Hickman, L.L.P.
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Kennedy Covington Lobdell & Hickman, L.L.P.
(contained in Exhibit 5).
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Allen, Pritchett & Bassett, CPAs
23.5 Consent of William O. Pifer, C.P.A., P.C.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Regis-
3
<PAGE>
trant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greensboro, State of North Carolina, on the 15th day
of February, 1996.
OAKWOOD HOMES CORPORATION
By: /s/ Nicholas J. St. George
Nicholas J. St. George
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature
Title
Date
<S> <C> <C>
/s/ Ralph L. Darling Director and Chairman of the February 15, 1996
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Ralph L. Darling Board
/s/ Nicholas J. St. George Director and President and Chief February 15, 1996
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Nicholas J. St. George Executive Officer (Principal
Executive Officer)
/s/ A. Steven Michael Director and Executive Vice President February 15, 1996
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A. Steven Michael and Chief Operating Officer
/s/ C. Michael Kilbourne Director and Executive Vice President, February 15, 1996
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C. Michael Kilbourne Chief Financial Officer and Assistant
Secretary (Principal Financial Officer)
/s/ Dennis I. Meyer Director February 15, 1996
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Dennis I. Meyer
/s/ Kermit G. Phillips, II Director February 15, 1996
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Kermit G. Phillips, II
Director February 15, 1996
Roger W. Schipke
5
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/s/ Sabin C. Streeter Director February 15, 1996
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Sabin C. Streeter
Director February 15, 1996
Francis T. Vincent, Jr.
/s/ Clarence W. Walker Director February 15, 1996
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Clarence W. Walker
/s/ H. Michael Weaver Director February 15, 1996
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H. Michael Weaver
/s/ Douglas R. Muir Senior Vice President, February 15, 1996
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Douglas R. Muir Treasurer and Secretary
(Principal Accounting Officer)
</TABLE>
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EXHIBIT INDEX
Exhibit Description
5 Opinion of Kennedy Covington Lobdell & Hickman,L.L.P.
(page 8 of the sequentially numbered pages).
23.1 Consent of Price Waterhouse LLP
(page 9 of the sequentially numbered pages).
23.2 Consent of Kennedy Covington Lobdell & Hickman,L.L.P.
(contained in Exhibit 5).
23.3 Consent of Arthur Andersen LLP
(page 10 of the sequentially numbered pages).
23.4 Consent of Allen, Pritchett & Bassett, CPAs
(page 11 of the sequentially numbered pages).
23.5 Consent of William O. Pifer, C.P.A., P.C.
(page 12 of the sequentially numbered pages).
<PAGE>
EXHIBIT 5
February 16, 1996
Oakwood Homes Corporation
2225 South Holden Road
Greensboro, North Carolina 27417-0386
Gentlemen:
You have requested our opinion in connection with the registration
under the Securities Act of 1933, as amended, of 1,500,000 shares of the $.50
par value Common Stock (the "Common Stock") of Oakwood Homes Corporation (the
"Company"), a North Carolina corporation, by the Registration Statement on Form
S-8 (the "Registration Statement") to be filed by you with the Securities and
Exchange Commission in connection with the Oakwood Homes Corporation Key
Employee Stock Plan.
We have made such investigations of law, examined original copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials and other instruments, and
received such statements from officers and representatives of the Company, as we
have deemed necessary for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the 1,500,000
shares of the Common Stock covered by the Registration Statement have been duly
and validly authorized and will be validly issued, fully paid and nonassessable
when issued in accordance with the Oakwood Homes Corporation Key Employee Stock
Plan and receipt by the Company of the consideration therefor.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.
8
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated October 31, 1995, which appears on
page 36 of the 1995 Annual Report to Stockholders of Oakwood Homes Corporation,
which is incorporated by reference in Oakwood Homes Corporation's Annual Report
on Form 10-K for the year ended September 30, 1995.
PRICE WATERHOUSE LLP
Winston-Salem, North Carolina
February 13, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Sttement of our report dated February 22, 1994,
(except with respect to the matters discussed in Note 13 as to which the dates
are March 14, 1994, and April 11, 1994) included in Oakwood Homes Corporation's
Form 10-K for th eyar ended September 30, 1995 and to all references to our Firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
Orange County, California
February 13, 1996
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPEDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated December 9, 1994, included in Oakwood
Homes Corporation's Annual Report on Form 10-K for the year ended September 30,
1995.
Allen, Pritchett, & Bassett
Tifton, Georgia
February 13, 1996
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated December 22, 1993, included in Oakwood
Homes Corporation's Annual Report on Form 10-K for the year ended September 30,
1995.
William O. Pifer, C.P.A., P.C.
Moultrie, Georgia
February 13, 1996
