8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 16, 2004

REORGANIZED SALE OKWD, INC. (FORMERLY OAKWOOD HOMES CORPORATION)

(Exact name of registrant as specified in charter)

North Carolina	1-7444	56-0985879
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	file number)	Identification Number)

Post Office Drawer 2252-A Durham, North Carolina	27702
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (919) 683-1561

Item 5. Other Events.

On April 20, 2004, Reorganized Sale OKWD, Inc. (formerly known as Oakwood Homes Corporation) announced that it had completed the sale of substantially all of its operations and non-cash assets to Clayton Homes, Inc., a subsidiary of Berkshire Hathaway Inc., for $372.5 million in cash, subject to certain adjustments.

On March 22, 2004, a majority of the creditors of the Company that voted on the asset sale supported the sale and on March 31, 2004, the United States Bankruptcy Court for the District of Delaware approved the sale. Following the asset sale, all shares of the capital stock of the Company remain outstanding. However, in accordance with the terms of the Company’s final amended plan of reorganization, as confirmed by the United States Bankruptcy Court, the Company closed its stock transfer books and ceased recording transfers of shares of its common stock effective as of the close of business on April 16, 2004.

On April 19, 2004, pursuant to the terms of the Plan, the Company also filed an amendment to its articles of incorporation prohibiting the payment of any dividends or distributions on its capital stock, except for a final distribution, if any, payable to shareholders upon the completion of the liquidation of the Company. Effective April 21, 2004, the Company filed an amendment to its articles of incorporation changing the name of the Company to Reorganized Sale OKWD, Inc.

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

     (a) Financial Statements. Not applicable.

     (b) Pro Forma Financial Information. Not applicable.

     (c) Exhibits. The following exhibit is filed herewith:

3.1	Articles of Amendment of Oakwood Homes Corporation, filed effective April 19, 2004.
3.2	Articles of Amendment of Oakwood Homes Corporation, filed effective April 21, 2004.
99.1	Press release issued on April 20, 2004.

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.

	REORGANIZED SALE OKWD, INC.
	(FORMERLY OAKWOOD HOMES CORPORATION)
Date: April 22, 2004	By:	/s/ Richard M. Hutson, II
		Name: Richard M. Hutson, II
		Title: Authorized Officer

SECURITIES AND EXCHANGE COMMISSION
Washington, DC

EXHIBITS

CURRENT REPORT
ON
FORM 8-K

Date of Event Reported:	Commission File No:
April 16, 2004	1-7444

REORGANIZED SALE OKWD, INC.
(FORMERLY OAKWOOD HOMES CORPORATION)

EXHIBIT INDEX

Exhibit No.	Exhibit Description
3.1	Articles of Amendment of Oakwood Homes Corporation, filed effective April 19, 2004.
3.2	Articles of Amendment of Oakwood Homes Corporation, filed effective April 21, 2004.
99.1	Press release issued on April 20, 2004.

EX-3.1 3 g88642exv3w1.htm EX-3.1

EXHIBIT 3.1

ARTICLES OF AMENDMENT
OF
OAKWOOD HOMES CORPORATION

     Pursuant to §55-10-06 and §55-14A-01 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following Articles of Amendment for the purpose of amending its Restated Articles of Incorporation.

1.	The name of the corporation is Oakwood Homes Corporation.
2.	The following amendments to the Restated Articles of Incorporation of the Corporation were duly adopted on April 15, 2004:
	The Restated Articles of Incorporation of the Corporation, as heretofore amended, are further amended by adding the following sentence at the end of Article 4:

“So long as any shares of the Corporation’s capital stock are outstanding, the Corporation shall not authorize, pay or declare any dividend, whether in cash or property, or make any other distribution on its capital stock, except for any final distribution payable to shareholders upon the completion of the liquidation of the Corporation.”

The Restated Articles of Incorporation of the Corporation, as heretofore amended, are further amended by adding the following sentence at the end of Article 5:

“The Corporation shall neither permit nor register the transfer of any of the shares of its capital stock and any such attempt shall be null and void ab initio and shall not be effective.”

3.	The amendments provide for no exchange, reclassification or cancellation of issued shares.
4.	The amendments were approved in accordance with §55-14A-01 and as otherwise required by Chapter 55 of the North Carolina General Statutes.

This the 19th day of April, 2004
	OAKWOOD HOMES CORPORATION
	By:	/s/ Richard M. Hutson, II
		Richard M. Hutson, II
		Authorized Officer

EX-3.2 4 g88642exv3w2.htm EX-3.2

EXHIBIT 3.2

ARTICLES OF AMENDMENT
OF
OAKWOOD HOMES CORPORATION

     Pursuant to §55-10-06 and §55-14A-01 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following Articles of Amendment for the purpose of amending its Restated Articles of Incorporation.

5.	The name of the corporation is Oakwood Homes Corporation.
6.	The following amendments to the Restated Articles of Incorporation of the Corporation were duly adopted on April 19, 2004:
	The Restated Articles of Incorporation of the Corporation, as heretofore amended, are further amended by restating Article 1 in its entirety as follows:

“The name of the Corporation is Reorganized Sale OKWD, Inc.”

7.	The amendment provides for no exchange, reclassification or cancellation of issued shares.
8.	The amendment was approved in accordance with §55-14A-01 and as otherwise required by Chapter 55 of the North Carolina General Statutes.

This the 20th day of April, 2004
	OAKWOOD HOMES CORPORATION
	By:	/s/ Richard M. Hutson, II
		Richard M. Hutson, II
		Authorized Officer

EX-99.1 5 g88642exv99w1.htm EX-99.1

EXHIBIT 99.1

OAKWOOD HOMES COMPLETES SALE OF ASSETS
TO CLAYTON HOMES, INC.

Contact:	Richard M. Hutson, II
	(919) 683-1561

GREENSBORO, N.C., April 20, 2004 — Reorganized Sale OKWD (formerly known as Oakwood Homes Corporation (OTCBB: OKWHQ)) announced today that the Company has completed the sale of substantially all of its operations and non-cash assets to Clayton Homes, Inc., a subsidiary of Berkshire Hathaway Inc., for $372.5 million in cash, subject to certain adjustments.

The asset sale was approved by the Company’s creditors on March 22, 2004 pursuant to applicable bankruptcy law and all other conditions precedent to the sale have been satisfied. The sale proceeds and substantially all assets not sold to Clayton were conveyed to a liquidation trust for ultimate distribution to the Company’s various constituencies as described in the Company’s final amended plan of reorganization, as confirmed by the United States Bankruptcy Court for the District of Delaware on March 31, 2004 (the “Plan”). In accordance with the Plan, after the closing of the asset sale and the conveyance of assets to the liquidation trust, the Company will be left with a limited amount of cash that is being used to wind up its affairs.

Following the asset sale, all shares of the capital stock of the Company will remain outstanding. However, in accordance with the terms of the Plan, the Company closed its stock transfer books and ceased recording transfers of shares of its common stock effective as of the close of business on April 16, 2004. Pursuant to the terms of the Plan, the Company also intends to promptly file an amendment to its articles of incorporation prohibiting the payment of any dividends or distributions on its capital stock, except for any final distribution, if any, payable to shareholders upon the completion of the liquidation of the Company.

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