-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pn//antnyjN0tmZ9BdakJZ1ANr52SHQ7tbvldsjlYz8mfdmpFrXtTbBnFYiPvhH+ 4E79KSh20aJ/WrB/WFdKFA== 0000950168-96-000331.txt : 19960220 0000950168-96-000331.hdr.sgml : 19960220 ACCESSION NUMBER: 0000950168-96-000331 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960216 EFFECTIVENESS DATE: 19960306 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OAKWOOD HOMES CORP CENTRAL INDEX KEY: 0000073609 STANDARD INDUSTRIAL CLASSIFICATION: MOBILE HOMES [2451] IRS NUMBER: 560985879 STATE OF INCORPORATION: NC FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-01023 FILM NUMBER: 96522902 BUSINESS ADDRESS: STREET 1: 2225 S HOLDEN RD STREET 2: P O BOX 7386 CITY: GREENSBORO STATE: NC ZIP: 27417-0386 BUSINESS PHONE: 9198552400 MAIL ADDRESS: STREET 1: 2225 S HOLDEN ROAD STREET 2: P O BOX 7386 CITY: GREENSBORO STATE: NC ZIP: 27417-0386 S-8 1 OAKWOOD HOMES S-8 42134 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- OAKWOOD HOMES CORPORATION (Exact name of registrant as specified in its charter) NORTH CAROLINA 56-0985879 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 2225 SOUTH HOLDEN ROAD, POST OFFICE BOX 7386, GREENSBORO, NORTH CAROLINA 27417-0386 (Address of Principal Executive Offices) (Zip Code) OAKWOOD HOMES CORPORATION KEY EMPLOYEE STOCK PLAN (Full title of the Plan) MYLES E. STANDISH OAKWOOD HOMES CORPORATION 2225 SOUTH HOLDEN ROAD POST OFFICE BOX 7386 GREENSBORO, NORTH CAROLINA 27417-0386 (Name and address of agent for service) (910) 547-4508 (Telephone number, including area code, of agent for service) ---------------------------- CALCULATION OF REGISTRATION FEE
================================================================================================================================ Proposed Maximum Proposed Maximum Title of Securities Amount to Offering Price Aggregate Amount of to be Registered be Registered Per Share* Offering Price* Registration Fee - -------------------------------------------------------------------------------------------------------------------------------- $.50 Par Value Common Stock 1,500,000 shares $44.375 $66,562,500 $22,952.59 ================================================================================================================================
* Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(c) and (h)(1) on the basis of $44.375 per share, the average of the high and low prices for the Common Stock on the New York Stock Exchange on February 13, 1996. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Item 1. Plan Information.* Item 2. Registrant Information and Employee Plan Annual Information.* * The information required by Items 1 and 2 of Part I of Form S-8 is omitted from this registration statement in accordance with the Note to Part 1 of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents heretofore filed by Oakwood Homes Corporation (the "Company") with the Securities and Exchange Commission, Commission file number 1-7444, are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1995. (b) The Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1995. (c) None. (d) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A dated June 26, 1974, as amended by Amendment No. 1 to Form 8-A dated July 8, 1974, and as further amended in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1991, including any amendment or report filed for the purpose of updating such description. All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such reports and documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. The validity and legality of the Oakwood Common Stock offered hereby have been passed upon for Oakwood by Kennedy Covington Lobdell & Hickman, L.L.P., NationsBank Corporate Center, Suite 4200, 100 North Tryon Street, Charlotte, North Carolina 28202. Clarence W. Walker, a partner of the firm of Kennedy Covington Lobdell & Hickman, L.L.P., is a member of the Board of Directors of Oakwood and Myles E. Standish, of counsel to the firm of Kennedy Covington Lobdell & Hickman, L.L.P., is senior vice president and general counsel of Oakwood. At February 15, 1996, Mr. Walker and other partners and associates of Kennedy Covington Lobdell & Hickman, L.L.P. and their spouses and minor children owned beneficially an aggregate of 52,334 shares of Oakwood Common Stock. 2 Item 6. Indemnification of Directors and Officers. The North Carolina Business Corporation Act contains provisions prescribing the extent to which directors and officers shall or may be indemnified against liabilities which they may incur in their capacities as such. Under those provisions the availability or requirements of indemnification or reimbursement of expenses is dependent upon numerous factors, including whether the action is brought by the corporation or by outsiders and the extent to which the potential indemnitee is successful in his defense. The Bylaws of the Company provide for indemnification of directors to the fullest extent permitted by law. The statute also permits a corporation to purchase and maintain insurance on behalf of its directors and officers against liabilities which they may incur in their capacities as such, whether or not the corporation would have the power to indemnify them under other provisions of the statute. The Company has purchased insurance to provide for indemnification of directors and officers. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. 5 Opinion of Kennedy Covington Lobdell & Hickman, L.L.P. 23.1 Consent of Price Waterhouse LLP 23.2 Consent of Kennedy Covington Lobdell & Hickman, L.L.P. (contained in Exhibit 5). 23.3 Consent of Arthur Andersen LLP 23.4 Consent of Allen, Pritchett & Bassett, CPAs 23.5 Consent of William O. Pifer, C.P.A., P.C. Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Regis- 3 trant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 4 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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greensboro, State of North Carolina, on the 15th day of February, 1996. OAKWOOD HOMES CORPORATION By: /s/ Nicholas J. St. George Nicholas J. St. George President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date /s/ Ralph L. Darling Director and Chairman of the February 15, 1996 - --------------------------- Ralph L. Darling Board /s/ Nicholas J. St. George Director and President and Chief February 15, 1996 - --------------------------- Nicholas J. St. George Executive Officer (Principal Executive Officer) /s/ A. Steven Michael Director and Executive Vice President February 15, 1996 - --------------------------- A. Steven Michael and Chief Operating Officer /s/ C. Michael Kilbourne Director and Executive Vice President, February 15, 1996 - --------------------------- C. Michael Kilbourne Chief Financial Officer and Assistant Secretary (Principal Financial Officer) /s/ Dennis I. Meyer Director February 15, 1996 - --------------------------- Dennis I. Meyer /s/ Kermit G. Phillips, II Director February 15, 1996 - --------------------------- Kermit G. Phillips, II Director February 15, 1996 Roger W. Schipke 5 /s/ Sabin C. Streeter Director February 15, 1996 - -------------------------- Sabin C. Streeter Director February 15, 1996 Francis T. Vincent, Jr. /s/ Clarence W. Walker Director February 15, 1996 - --------------------------- Clarence W. Walker /s/ H. Michael Weaver Director February 15, 1996 - --------------------------- H. Michael Weaver /s/ Douglas R. Muir Senior Vice President, February 15, 1996 - --------------------------- Douglas R. Muir Treasurer and Secretary (Principal Accounting Officer)
6 EXHIBIT INDEX Exhibit Description 5 Opinion of Kennedy Covington Lobdell & Hickman,L.L.P. (page 8 of the sequentially numbered pages). 23.1 Consent of Price Waterhouse LLP (page 9 of the sequentially numbered pages). 23.2 Consent of Kennedy Covington Lobdell & Hickman,L.L.P. (contained in Exhibit 5). 23.3 Consent of Arthur Andersen LLP (page 10 of the sequentially numbered pages). 23.4 Consent of Allen, Pritchett & Bassett, CPAs (page 11 of the sequentially numbered pages). 23.5 Consent of William O. Pifer, C.P.A., P.C. (page 12 of the sequentially numbered pages). EX-5 2 EXHIBIT 5 EXHIBIT 5 February 16, 1996 Oakwood Homes Corporation 2225 South Holden Road Greensboro, North Carolina 27417-0386 Gentlemen: You have requested our opinion in connection with the registration under the Securities Act of 1933, as amended, of 1,500,000 shares of the $.50 par value Common Stock (the "Common Stock") of Oakwood Homes Corporation (the "Company"), a North Carolina corporation, by the Registration Statement on Form S-8 (the "Registration Statement") to be filed by you with the Securities and Exchange Commission in connection with the Oakwood Homes Corporation Key Employee Stock Plan. We have made such investigations of law, examined original copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments, and received such statements from officers and representatives of the Company, as we have deemed necessary for purposes of this opinion. Based upon the foregoing, we are of the opinion that the 1,500,000 shares of the Common Stock covered by the Registration Statement have been duly and validly authorized and will be validly issued, fully paid and nonassessable when issued in accordance with the Oakwood Homes Corporation Key Employee Stock Plan and receipt by the Company of the consideration therefor. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely, KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P. 8 EX-23 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated October 31, 1995, which appears on page 36 of the 1995 Annual Report to Stockholders of Oakwood Homes Corporation, which is incorporated by reference in Oakwood Homes Corporation's Annual Report on Form 10-K for the year ended September 30, 1995. PRICE WATERHOUSE LLP Winston-Salem, North Carolina February 13, 1996 EX-23 4 EXHIBIT 23.3 EXHIBIT 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Sttement of our report dated February 22, 1994, (except with respect to the matters discussed in Note 13 as to which the dates are March 14, 1994, and April 11, 1994) included in Oakwood Homes Corporation's Form 10-K for th eyar ended September 30, 1995 and to all references to our Firm included in this Registration Statement. ARTHUR ANDERSEN LLP Orange County, California February 13, 1996 EX-23 5 EXHIBIT 23.4 EXHIBIT 23.4 CONSENT OF INDEPEDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated December 9, 1994, included in Oakwood Homes Corporation's Annual Report on Form 10-K for the year ended September 30, 1995. Allen, Pritchett, & Bassett Tifton, Georgia February 13, 1996 EX-23 6 EXHIBIT 23.5 EXHIBIT 23.5 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated December 22, 1993, included in Oakwood Homes Corporation's Annual Report on Form 10-K for the year ended September 30, 1995. William O. Pifer, C.P.A., P.C. Moultrie, Georgia February 13, 1996 -----END PRIVACY-ENHANCED MESSAGE-----