<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
OAKWOOD HOMES CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.50 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
- --------------------------------------------------------------------------------
674098108
- --------------------------------------------------------------------------------
(CUSIP Number)
October 31, 1999 - Amendment pursuant to Rule 13d-2(c)
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5
<PAGE> 2
CUSIP NO. 674098108
- --------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Oak Value Capital Management, Inc.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
Not applicable
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina, U.S.A.
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER
-0- shares
NUMBER OF -----------------------------------------------------------
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,201,105
EACH -----------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH: -0- shares
-----------------------------------------------------------
8. SHARED DISPOSITIVE POWER
1,201,105
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,201,105
- --------------------------------------------------------------------------------
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not applicable
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, CO
- --------------------------------------------------------------------------------
Page 2 of 5
<PAGE> 3
Item 1. (a) Name of Issuer:
Oakwood Homes Corporation
(b) Address of Issuer's Principal Executive Offices:
7800 McCloud Road, Greensboro, North Carolina 27409-9634
Item 2. (a) Names of Person Filing:
Oak Value Capital Management, Inc.
(b) Address of Principal Business Office or, if None, Residence:
3100 Tower Boulevard, Suite 700, Durham, North Carolina 27707
(c) Citizenship:
North Carolina, U.S.A.
(d) Title of Class of Securities:
Common Stock, Par Value $.50 Per Share
(e) CUSIP Number: 674098108
Item 3. If this statement is filed pursuant to sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with
section 240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with section 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with section
240.13d-1(b)(1)(ii)(J).
Item 4. Ownership. Provide the following information regarding the
aggregate number and percentage of the class of securities of the
issuer identified in Item 1.
(a) Amount beneficially owned: 1,201,105
(b) Percentage of class: 2.5%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct
the vote 0
(ii) Shared power to vote or to direct
the vote 1,201,105
Page 3 of 5
<PAGE> 4
(iii) Sole power to dispose or to direct
the disposition of 0
(iv) Shared power to dispose or to direct
the disposition of 1,201,105
Instruction. For computations regarding securities which represent
a right to acquire an underlying security see section
240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [X].
Instruction: Dissolution of a group requires a response to this
item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than five percent of the class, such person should be
identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the
beneficiaries of an employee benefit plan, pension fund or
endowment fund is not required.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
If a parent holding company has filed this schedule, pursuant to
Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the
relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an
exhibit stating the identification of the relevant subsidiary.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to section
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an
exhibit stating the identity and Item 3 classification of each
member of the group. If a group has filed this schedule pursuant
to section 240.13d-1(c) or section 240.13d-1(d), attach an exhibit
stating the identity of each member of the group.
Not applicable.
Page 4 of 5
<PAGE> 5
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be
filed, if required, by members of the group, in their individual
capacity. See item 5.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
November 8 , 1999
/s/ Margaret C. Landis
----------------------
Signature
Margaret C. Landis
Vice President and Director of Compliance
-----------------------------------------
Name/Title
Page 5 of 5
