SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 11, 1999
OAKWOOD HOMES CORPORATION
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(Exact name of registrant as specified in charter)
North Carolina 1-7444 56-0985879
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification Number)
7800 McCloud Road, Greensboro, North Carolina 27409-9634
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (336) 664-2400
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Item 5. Other Events.
On August 11, 1999, the Registrant issued a press release, a copy of which
is attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits. The following exhibit is filed herewith:
99.1 Press release issued on August 11, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OAKWOOD HOMES CORPORATION
Date: August 11, 1999 By: /s/ Robert A. Smith
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Name: Robert A. Smith
Title: Executive Vice President and
Chief Financial Officer
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC
EXHIBITS
CURRENT REPORT
ON
FORM 8-K
Date of Event Reported: Commission File No:
August 11, 1999 1-7444
OAKWOOD HOMES CORPORATION
EXHIBIT INDEX
Exhibit No. Exhibit Description
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99.1 Press release issued on August 11, 1999.
EXHIBIT 99.1
Contact: Suzanne H. Wood
Investor Relations
(336) 664-2400
OAKWOOD HOMES CORPORATION
ANNOUNCES SEVERAL DEVELOPMENTS
GREENSBORO, N.C., August 11, 1999 - Oakwood Homes Corporation (NYSE: OH) today
announced several developments, including that its Board of Directors has
decided to terminate its exploration of strategic alternatives.
At its meeting on August 10, 1999, the Board of Directors determined that in
light of industry conditions, the Company's financial performance and other
factors, and taking into account the advice of its advisors, Oakwood should
cease consideration of a sale or merger of the Company including any
consideration of a management-led buyout, the possibility of which was discussed
in the Company's June 18 press release.
Dennis I. Meyer, chairman of the special committee formed to make
recommendations to the Board of Directors regarding strategic alternatives,
stated: "After extensive deliberations, the Board of Directors believes that the
interests of the Company's shareholders are best served by the Company and its
management focusing on addressing the challenges facing the Company. Oakwood's
Board and its management remain confident of the long-term soundness of this
industry and of Oakwood's strategic direction."
Nicholas J. St. George, Chairman and Chief Executive Officer, said: "Even in a
difficult industry environment characterized by overcapacity at retail and
depressed stock valuations, Oakwood has remained profitable with strong cash
flows. In the near term, Oakwood will continue to focus on improving its
operating performance. Programs to improve operating performance and working
capital by reducing inventory and production schedules, decreasing operating
costs, and better aligning headcount to market demand have been implemented and
are continuing. To date, we have ceased production at three plants, have reduced
production at other plants and have eliminated through attrition or layoff
approximately 1,000 jobs. While much work remains to be done, our management
team and Board are absolutely committed to improving long-term profitability.
"On a personal note, I have informed the Board of my intention to retire as an
officer and director effective September 30, 1999. This has been a planned
transition in leadership. I have been considering retirement for some time and
have been working with the Board of Directors on a succession plan for over two
years. With the completion of the succession plan and the initiation of the plan
of action to deal with current industry difficulties, I feel it is the
appropriate time to retire. The management team that we have in place is well
suited to lead the Company into the next millennium. I remain confident of
Oakwood's ability to deal with current industry conditions and ultimately resume
its growth track.
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"Succeeding me as Chairman and Chief Executive Officer will be William G.
Edwards, who was appointed Oakwood's President and Chief Operating Officer in
December, 1998. I will continue to be employed by the Company to assist with
transitional matters and also will continue to have a significant investment in
Oakwood stock," concluded Mr. St. George.
Mr. Edwards, 55, has held a broad range of positions in the manufactured housing
business over the past thirty years, including President of Destiny Industries,
which Oakwood acquired in 1995. Prior to founding Destiny Industries, Mr.
Edwards was Executive Vice President and Chief Operating Officer of Peachtree
Housing.
Mr. Edwards and the Board jointly said: "When Nick became CEO in 1979, the
Company had total revenues of $37 million, shareholders' equity of $13 million
and 36 sales centers. Nick's untiring efforts on the Company's behalf during his
20 years as CEO contributed immeasurably to its growth and led it to a position
of leadership in the industry. We are grateful that he put into place a proper
succession plan to enable the Company to continue to move forward, and we
respect his desire to retire now. Oakwood's new leadership will continue to
implement the Company's integration strategy encompassing manufacturing, retail
and wholesale sales, insurance and consumer finance - to drive long-term growth.
Our primary goal is to continue to leverage our market capabilities and
integration strategy to generate long-term shareholder value."
Oakwood Homes Corporation and its subsidiaries are engaged in the production,
sale, financing and insuring of manufactured housing throughout the United
States. With 400 Company-owned stores and an extensive network of independent
dealers, 29 manufacturing facilities and over 11,000 employees, Oakwood Homes is
the nation's largest retailer of manufactured housing.
This press release contains certain forward-looking statements and information
based on the beliefs of the Company's management as well as assumptions made by,
and information currently available to, the Company's management. Words like
"believe," "expect," "should," and similar expressions used in this press
release are intended to identify forward-looking statements. Such statements
reflect the current views of the Company with respect to future events and are
subject to certain risks, uncertainties, and assumptions, including risk factors
in the Company's Registration Statement on Form S-3 filed February 22, 1999.
Should underlying assumptions prove incorrect or should one or more of the risks
or uncertainties materialize, actual events or results may vary from those
described herein as anticipated, expected, believed or estimated.
