OAKWOOD MORTGAGE INVESTORS INC
8-K, 1999-04-29
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                ----------------



                                    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) April 29, 1999.

                        Oakwood Mortgage Investors, Inc.
                        --------------------------------
               (Exact name of registrant as specified in charter)


           North Carolina              333-72621            56-2018645  
      --------------------------------------------------------------------
      (State or other jurisdiction  (Commission           (IRS Employer
       of incorporation)            File Number)       Identification No.)

          7800 McCloud Road, Greensboro, North Carolina   27409-9634
          ----------------------------------------------------------
              (Address of principal executive offices)    (Zip Code)

        Registrant's telephone number, including area code (336) 664-2400

 -------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)


<PAGE>



   Item 5.   Other Events.

      On April 29, 1999, the Registrant entered into Amendment No. 1 to its
   Series 1998-D Pooling and Servicing Agreement (the "Amendment"), among the
   Registrant, Oakwood Acceptance Corporation, as Servicer and Chase Manhattan
   Trust Company, National Association (successor to PNC Bank, National
   Association), as Trustee, amending the Pooling and Servicing Agreement,
   dated as of October 1, 1998 relating to the Registrant's
   Senior/Subordinated Pass-Through Certificates, Series 1998-D. A copy of the
   Amendment is included as Exhibit 4.1 hereto.

   Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

   Exhibits

      4.1    Amendment No. 1 to the Series 1998-D Pooling and Servicing
             Agreement, dated as of April 29, 1999, by and among the
             Registrant, Oakwood Acceptance Corporation, as Servicer, and
             Chase Manhattan Trust Company, National Association (successor to
             PNC Bank, National Association), as Trustee.

                                      -2-
<PAGE>



                                   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 thereunto duly authorized.



   April 29, 1999                               OAKWOOD MORTGAGE INVESTORS, INC.

                                                By:   /s/ Douglas R. Muir       
                                                   -----------------------------
                                                       Douglas R. Muir
                                                       Vice President


                                      -3-
<PAGE>

                                INDEX TO EXHIBITS





                                                                            Page
                                                                            ----
     4.1    Copy of Amendment No. 1 to the Series 1998-D Pooling 
            and Servicing Agreement, dated as of April 29, 1999, 
            by and among the Registrant, Oakwood Acceptance 
            Corporation, as Servicer, Chase Manhattan Trust
            Company, National Association (successor to PNC Bank,    [Electronic
            National Association), as Trustee ...........................Format]


                                      -4-



                                                                     EXHIBIT 4.1







                   ===========================================



                        OAKWOOD MORTGAGE INVESTORS, INC.,

                         OAKWOOD ACCEPTANCE CORPORATION


                                       AND


              CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION,
                                   AS TRUSTEE



                                   ----------


                               AMENDMENT NO. 1 TO

                  SERIES 1998-D POOLING AND SERVICING AGREEMENT

                           DATED AS OF APRIL 29, 1999


                                   ----------



                        OAKWOOD MORTGAGE INVESTORS, INC.,

                               SENIOR/SUBORDINATED

                    PASS-THROUGH CERTIFICATES, SERIES 1998-D

                   ===========================================


                                      -1-
<PAGE>

         AMENDMENT NO. 1 (the "Amendment") dated as of April 29, 1999 to the
Series 1998-D Pooling and Servicing Agreement, dated as of October 1, 1998 (the
"Series Agreement") among OAKWOOD MORTGAGE INVESTORS, INC., a North Carolina
corporation (the "Company"), OAKWOOD ACCEPTANCE CORPORATION, North Carolina
corporation, as servicer (the "Servicer"), and CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION, a national banking association (successor to PNC Bank,
National Association), as trustee (together with its successors in trust
thereunder as provided therein, the "Trustee"). The Series Agreement, together
with the Company's Standard Terms to Pooling and Servicing Agreement, July 1998
Edition, as amended from time to time (the "Standard Terms") are referred to
herein as the "Pooling and Servicing Agreement".


                              PRELIMINARY STATEMENT


         Section 11.01 of the Standard Terms provides, INTER ALIA, that the
Pooling and Servicing Agreement may be amended from time to time by the Company,
the Servicer, and the Trustee, without the consent of any of the
Certificateholders to make provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or matters arising with
respect to the Trust that are not covered by the Pooling and Servicing
Agreement; PROVIDED, that such action shall not affect adversely the interests
of any Certificateholder, as evidenced by an opinion of counsel independent from
the Company, the Servicer and the Trustee or a letter from each Rating Agency
from whom the Company requested a rating of any of the related Certificates
stating that such action will not result in a downgrading of the rating of any
of the related Certificates rated by such Rating Agency at the request of the
Company, as specified in section 11.01 of the Standard Terms.

         All capitalized terms not otherwise defined herein are defined in the
Pooling and Servicing Agreement. All Article, Section or Subsection references
herein shall mean Article, Section or Subsections of the Pooling and Servicing
Agreement, except as otherwise provided herein.

SECTION 1.        Amendment to Series Agreement.

         (a)      Section 2. The definition of "Book-Entry Certificates" is
                  hereby deleted in its entirety and replaced with the
                  following: "The Class A-1 ARM, Class A, Class M and Class B-2
                  Certificates."

         (b)      Section 4. The second paragraph of Section 4 of the Series
                  Agreement is hereby deleted in its entirety and replaced with
                  the following:

                          The Class B-1 Certificates, the Class X Certificates
                  and the Residual Certificates will be issued in certificated,
                  fully registered form. The Class B-1 Certificates will be
                  issued in minimum denominations of $100,000 and integral
                  multiples of $1,000 in excess thereof, except that one
                  Certificate may be issued in a different denomination that
                  evidences the remainder of the 


                                      -2-
<PAGE>

                  aggregate initial Certificate Principal Balance of such Class.
                  The Class X Certificates and the Residual Certificates will be
                  issued in minimum Percentage Interests equal to 10%.

SECTION 2.        Counterparts.

         This Amendment may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all of such
counterparts shall together constitute but one and the same instrument.

SECTION 3.        Governing Law.

         THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NORTH CAROLINA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                                      -3-
<PAGE>

         IN WITNESS WHEREOF, Oakwood Mortgage Investors, Inc., Oakwood
Acceptance Corporation and the Trustee have caused this Amendment to be duly
executed by their respective officers thereunto duly authorized as of the date
first above written.


                                         OAKWOOD MORTGAGE INVESTORS, INC.

                                         By:/s/ Douglas R. Muir 
                                            ------------------------------------
                                         Name:  Douglas R. Muir
                                                Title:  Vice President


                                         OAKWOOD ACCEPTANCE
                                         CORPORATION, as Servicer


                                         By:/s/ Douglas R. Muir 
                                            ------------------------------------
                                                Name:  Douglas R. Muir
                                                Title:   Vice President




                                         CHASE MANHATTAN TRUST
                                         COMPANY, NATIONAL ASSOCIATION,
                                         as Trustee


                                         By:/s/ Judy A. Wisniewski      
                                            ------------------------------------
                                                Name:  Judy A. Wisniewski
                                                Title:  Assistant Vice President


                                      -4-


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