Registration No. 33-
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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)
7800 McCloud Road, Greensboro, North Carolina 27409-9634
(Address of Principal Executive Offices) (Zip Code)
OAKWOOD HOMES CORPORATION 1997 DIRECTOR STOCK OPTION PLAN
(Full title of the Plan)
Myles E. Standish
Oakwood Homes Corporation
7800 McCloud Road
Post Office Box 27081
Greensboro, North Carolina 27425-7081
(Name and address of agent for service)
(336) 664-2400
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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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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$.50 Par Value
Common Stock 180,000 shares $27.53 $4,955,625 $1,461.91
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* Registration fee calculated pursuant to Rule 457(h)(1) and 457(c) and based
on a weighted average of the high and low prices of the Common Stock reported
on the New York Stock Exchange, Inc. on May 8, 1998.
<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, 1997.
(b) Amendment No. 1 to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1997 on Form 10-K/A filed April 9,
1998.
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1997.
(d) The Company's Report on Form 8-K dated April 1, 1998.
(e) 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. At May 8, 1998, the partners and associates of Kennedy
Covington Lobdell & Hickman, L.L.P. and their spouses and minor children owned
beneficially an aggregate of 45,056 shares of Oakwood Common Stock.
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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).
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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement; and
(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.
(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.
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(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) 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.
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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 13th day
of May, 1998.
OAKWOOD HOMES CORPORATION
By: /s/ C. Michael Kilbourne
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C. Michael Kilbourne
Executive Vice President, Chief Financial
Officer and Assistant Secretary
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.
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Signature Title Date
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/s/ Nicholas J. St. George Director and Chairman, President and May 13, 1998
- -------------------------------------------- Chief Executive Officer (Principal
Nicholas J. St. George Executive Officer)
/s/ C. Michael Kilbourne Director and Executive Vice President and May 13, 1998
- -------------------------------------------- Chief Financial Officer (Principal
C. Michael Kilbourne Financial Officer)
/s/ William G. Edwards Director May 13, 1998
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William G. Edwards
/s/ Dennis I. Meyer Director May 13, 1998
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Dennis I. Meyer
/s/ Kermit G. Phillips, II Director May 13, 1998
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Kermit G. Phillips, II
/s/ Roger W. Schipke Director May 13, 1998
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Roger W. Schipke
/s/ Lanty L. Smith Director May 13, 1998
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Lanty L. Smith
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Signature Title Date
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/s/ Sabin C. Streeter Director May 13, 1998
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Sabin C. Streeter
/s/ Francis T. Vincent, Jr. Director May 13, 1998
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Francis T. Vincent, Jr.
/s/ Clarence W. Walker Director May 13, 1998
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Clarence W. Walker
/s/ H. Michael Weaver Director May 13, 1998
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H. Michael Weaver
/s/ Douglas R. Muir Senior Vice President, Treasurer and May 13, 1998
- -------------------------------------------- Secretary (Principal Accounting Officer)
Douglas R. Muir
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
Item 8
FORM S-8
REGISTRATION STATEMENT
OAKWOOD HOMES CORPORATION
Commission File Number 1-7444
Exhibit Description
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).
EXHIBIT 5
May 13, 1998
Oakwood Homes Corporation
7800 McCloud Road
Greensboro, North Carolina 27409-9634
Gentlemen:
You have requested our opinion in connection with the registration
under the Securities Act of 1933, as amended, of an aggregate of 180,000 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 Oakwood Homes Corporation
1997 Director Stock Option 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 180,000 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 Oakwood Homes Corporation 1997 Director Stock Option
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,
/s/ Kennedy Covington Lobdell & Hickman, L.L.P.
KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.
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 November 3, 1997, which appears on
page 36 of the 1997 Annual Report to Shareholders 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, 1997, as amended by Form 10-K/A,
Amendment No. 1.
PRICE WATERHOUSE LLP
/s/ Price Waterhouse, LLP
Winston-Salem, North Carolina
May 13, 1998
