AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 1999
REGISTRATION NO. 333-72621
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT
ON FORM S-3
UNDER
THE SECURITIES ACT OF 1933
----------------
OAKWOOD MORTGAGE INVESTORS, INC.
(Registrant)
(Exact name of registrant as specified in its charter)
NEVADA 88-0396566
(State of Incorporation) (I.R.S. Employee I.D. No.)
101 CONVENTION CENTER DRIVE, SUITE 850
LAS VEGAS, NEVADA 89109
(702) 949-0056
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
----------------------------
DOUGLAS R. MUIR COPY TO:
7800 MCCLOUD ROAD JACK A. MOLENKAMP
GREENSBORO, NORTH CAROLINA 27409-9634 DAVID B. RICH, III
(336) 664-2360 HUNTON & WILLIAMS
(336) 664-3224 (TELECOPY) RIVERFRONT PLAZA, EAST TOWER
(Name, address, including zip code and telephone 951 EAST BYRD STREET
number, including area code, RICHMOND, VIRGINIA 23219-4074
of agent for service) (804) 788-8200
(804) 788-8218 (TELECOPY)
----------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
-----------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |X| 333-72621
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Incorporated by reference from Item 14 of Pre-Effective Amendment No. 4
to Registrant's Registration Statement on Form S-3 (No. 72621), filed on June
25, 1999.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Incorporated by reference from Item 15 of Pre-Effective Amendment No. 4
to Registrant's Registration Statement on Form S-3 (No. 72621), filed on June
25, 1999.
ITEM 16. EXHIBITS.
1.1 Underwriting Agreement Standard Provisions, dated May 1999,
together with Form of Underwriting Agreement(1)
2.1 Plan of Merger, dated May 28, 1999, between Registrant and Oakwood
Mortgage Investors, Inc. (North Carolina)(3)
3.1 Restated Articles of Incorporation of Registrant(3)
3.2 Amended and Restated By-Laws of Registrant(3)
4.1 Form of Pooling and Servicing Agreement(1)
4.2 Standard Terms to Pooling and Servicing Agreement (May 1999
Edition)(1)
4.3 Form of Guaranty Agreement(1)
4.4 Assumption and Amendment Agreement, dated May 28, 1999, among
Registrant, Oakwood Acceptance Corporation, as Servicer, and Chase
Manhattan Trust Company, National Association, as Trustee(3)
4.5 Assumption and Amendment Agreement, dated May 28, 1999, among
Registrant, Oakwood Acceptance Corporation, as Servicer, and The
Bank of New York, as Trustee(3)
5.1 Legality Opinion of Hunton & Williams(2)
5.2 Opinion of Kolesar & Leatham, Chtd.(1)
5.3 Legality Opinion re: Series 1999-C
8.1 Tax Opinion re: Adequacy of Prospectus Disclosure(1)
8.2 Tax Opinion re: REMIC Certificates(2)
8.3 Tax Opinion re: Non-REMIC Certificates(2)
8.4 Tax Opinion re: Series 1999-C (contained in Exhibit 5.3)
23.1 Consent of Hunton & Williams is contained in their opinions filed
as Exhibits 5.1, 5.3, 8.1, 8.2, 8.3 and 8.4
23.2 Consent of PricewaterhouseCoopers LLP(1)
23.3 Consent of Kolesar & Leatham, Chtd. is contained in their opinion
filed as Exhibit 5.2
24.1 Power of Attorney(1)
99.1 Form of Sales Agreement between the Registrant, as Purchaser, and
Oakwood Acceptance Corporation, as Seller(1)
- -------------------------
(1) Incorporated by reference to Exhibit to Pre-Effective Amendment No.
2 to Registrant's Registration Statement on Form S-3 (No. 72621), filed on May
28, 1999.
(2) Incorporated by reference to Exhibit to Pre-Effective Amendment No.
3 to Registrant's Registration Statement on Form S-3 (No. 72621), filed on June
23, 1999.
(3) Incorporated by reference to Exhibit to the Registrant's Current
Report on Form 8-K dated May 28, 1999 and filed June 11, 1999.
ITEM 17. UNDERTAKINGS.
Incorporated by reference from Item 17 of Pre-Effective Amendment No. 4
to Registrant's Registration Statement on Form S-3 (No. 72621), filed on June
25, 1999.
II-1
<PAGE>
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-3 (including the security rating requirement)
and has duly caused this Post-Effective Amendment No. 1 to the Registrant's
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Las Vegas, State of Nevada, on June 28, 1999.
OAKWOOD MORTGAGE INVESTORS,
INC. (REGISTRANT)
/s/ Zaklina McGrew
----------------------------
Dennis W. Hazelrigg*
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C> <C>
/s/ Zaklina McGrew Director and President June 28, 1999
- ------------------------------------ (PRINCIPAL EXECUTIVE OFFICER)
Dennis W. Hazelrigg*
/s/ Zaklina McGrew Director, Vice President and June 28, 1999
- ------------------------------------ Treasurer (PRINCIPAL FINANCIAL
Zaklina McGrew OFFICER AND PRINCIPAL ACCOUNTING
OFFICER)
/s/ Zaklina McGrew Director and Secretary June 28, 1999
- ------------------------------------
Monte L. Miller*
- ------------------------------------- Director June __, 1999
Joshua C. Miller
</TABLE>
* As attorney-in-fact pursuant to
a power-of-attorney previously filed
with the Securities and Exchange
Commission
II-2
[Hunton & Williams Letterhead]
June 28, 1999
Oakwood Mortgage Investors, Inc.
101 Convention Center Drive
Las Vegas, Nevada 89109
Oakwood Mortgage Investors, Inc.
Registration Statement on Form S-3 (333-72621)
----------------------------------------------
Ladies and Gentlemen:
We have acted as special counsel for Oakwood Mortgage Investors, Inc.,
a Nevada corporation (the "Company"), in connection with its effective
Registration Statement on Form S-3, File No. 333-72621 (together with the
exhibits and amendments thereto, the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act").
In connection with the proposed issuance and sale of the Company's
Senior/Subordinated Pass-Through Certificates, Series 1999-C, Class A-1, Class
A-2, Class M-1, Class M-2 and Class B-1 Certificates (the "Certificates") by OMI
Trust 1999-C (the "Trust"), and in order to express our opinion hereinafter
stated, we have examined the form of Pooling and Servicing Agreement including
the Standard Terms thereto, and form of Sales Agreement (collectively the
"Transaction Documents") filed as an exhibit to the Registration Statement. We
have also examined such statutes, corporate records and other instruments and
documents as we have deemed necessary for the purposes of this opinion.
Based on and subject to the foregoing, we are of the opinion that:
1. (a) when the Transaction Documents each have been duly completed, executed
and delivered by all of the parties thereto to reflect the specific terms of the
transaction, (b) if the parties to the Transaction Documents comply (without
waiver) with all of the provisions thereof, and (c) if elections properly are
made and filed for each of the pooling assets and the issuing assets to be
treated as a separate real estate mortgage investment conduit (a "REMIC")
pursuant to Section 860D of the Internal Revenue Code of 1986, as amended (the
"Code"), the Certificates offered for sale under the Registration Statement will
be considered "regular interests" in a REMIC on the date of issuance thereof and
thereafter, and the Trust will not be treated as an association taxable as a
corporation for federal income tax purposes, assuming continuing compliance with
the REMIC provisions of the Code and regulations thereunder.
<PAGE>
Oakwood Mortgage Investors, Inc.
June 28, 1999
Page 2
2. when the Transaction Documents have been duly executed and delivered
by the parties thereto, they will constitute a valid, legal and binding
agreement of the Company, enforceable against the Company in accordance with
their terms, subject to bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally and
to general principles of equity, regardless of whether enforcement is sought in
a proceeding in equity or at law.
3. when the Certificates have been duly issued, executed and
authenticated in accordance with the provisions of the Pooling and Servicing
Agreement and delivered to and paid for by the purchasers thereof, the
Certificates will be legally and validly issued for adequate consideration and
(a) the Certificateholders will be entitled to the benefits provided by the
Pooling and Servicing Agreement and (b) no Certificateholder will be subject to
any further assessment in respect of the purchase price of the Certificates.
You should be aware that the above opinions represent our conclusions
as to the application of existing law to the transaction described above as of
the date hereof. We do not undertake to advise you of any changes in the
opinions expressed herein from matters that might hereafter arise or be brought
to our attention. In addition, there can be no assurance that contrary positions
will not be taken by the Internal Revenue Service or that the law will not
change. You should also be aware that we have not reviewed the Transaction
Documents in their final, executed form and this opinion is expressly predicated
on the satisfactory completion and execution of the Transaction Documents.
Our opinions expressed herein are limited to the federal laws of the
United States of America and the States of Nevada and North Carolina. No opinion
has been sought and none has been given concerning the tax consequences of the
transaction under the laws of any state.
We hereby consent to the filing of this opinion under cover of Form 8-K
with the Securities and Exchange Commission, to be incorporated by reference as
an exhibit to the Registration Statement. In giving this consent, we do not
admit that we are in the category of persons whose consent is required by
Section 7 of the Act, or the rules and regulations promulgated thereunder by the
Securities and Exchange Commission.
Very truly yours,
/s/ Hunton & Williams
