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)
7800 McCloud Road, Greensboro, North Carolina 27409-9634
(Address of Principal Executive Offices) (Zip Code)
SCHULT HOMES CORPORATION 1995 SHARE INCENTIVE PLAN
(130,817 SHARES OF COMMON STOCK)
AND STOCK OPTION AGREEMENT WITH MICHAEL WOLF
(5,433 SHARES OF COMMON STOCK)
(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 136,250 shares $21.48 $2,927,246 $863.54
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* Registration fee calculated pursuant to Rule 457(b)(1) and based on a weighted
average option exercise price of $21.48.
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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 Current 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 April 17, 1998, 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 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.
(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
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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 22nd day
of April, 1998.
OAKWOOD HOMES CORPORATION
By:/s/ C. Michael Kilbourne
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 April 24, 1998
- --------------------------------------------
Nicholas J. St. George Chief Executive Officer (Principal
Executive Officer)
/s/ C. Michael Kilbourne Director and Executive Vice President and April 24, 1998
- --------------------------------------------
C. Michael Kilbourne Chief Financial Officer (Principal
Financial Officer)
/s/ Dennis I. Meyer Director April 24, 1998
- --------------------------------------------
Dennis I. Meyer
/s/ Kermit G. Phillips, II Director April 24, 1998
- --------------------------------------------
Kermit G. Phillips, II
- -------------------------------------------- Director
Roger W. Schipke
/s/ Lanty L. Smith Director April 24, 1998
- --------------------------------------------
Lanty L. Smith
/s/ Sabin C. Streeter Director April 24, 1998
- --------------------------------------------
Sabin C. Streeter
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Signature Title Date
- --------- ----- ----
/s/ Francis T. Vincent, Jr. Director April 24, 1998
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Francis T. Vincent, Jr.
/s/ Clarence W. Walker Director April 24, 1998
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Clarence W. Walker
- -------------------------------------------- Director
H. Michael Weaver
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/s/ Douglas R. Muir Senior Vice President, Treasurer and April 24, 1998
Douglas R. Muir Secretary (Principal Accounting Officer)
- -------------------------------------------- Director
William G. Edwards
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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
April 22, 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 136,250 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 Schult Homes Corporation 1995
Share Incentive Plan and that certain Stock Option Agreement with Michael Wolf
(the "Wolf Option").
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 136,250 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 Schult Homes Corporation 1995 Share Incentive Plan and
the Wolf Option 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 Oakwood Homes Corporation ("OHC") 1997 Annual Report to
Shareholders of Oakwood Homes Corporation, which is incorporated by reference in
OHC'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
April 24, 1998
