-----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, TlUp3j/gvOIG4KGgLkQrX8LOFUNzbIuK1xdWAGdBs+8F/x3As9RsyP+xH72GQg7h oltCmEe8xvYgd8kOM9KB8g== 0000950168-98-001586.txt : 19980514 0000950168-98-001586.hdr.sgml : 19980514 ACCESSION NUMBER: 0000950168-98-001586 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980513 EFFECTIVENESS DATE: 19980513 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: SEC FILE NUMBER: 333-52569 FILM NUMBER: 98618903 BUSINESS ADDRESS: STREET 1: 2225 S HOLDEN RD STREET 2: P O BOX 27081 CITY: GREENSBORO STATE: NC ZIP: 27425-7081 BUSINESS PHONE: 9198552400 MAIL ADDRESS: STREET 1: 2225 S HOLDEN ROAD STREET 2: P O BOX 27081 CITY: GREENSBORO STATE: NC ZIP: 27425-7081 S-8 1 OAKWOOD HOMES CORPORATION S-8 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) 7800 McCloud Road, Greensboro, North Carolina 27409-9634 (Address of Principal Executive Offices) (Zip Code) OAKWOOD HOMES CORPORATION 1997 DIRECTOR STOCK OPTION PLAN (Full title of the Plan) Myles E. Standish Oakwood Homes Corporation 7800 McCloud Road Post Office Box 27081 Greensboro, North Carolina 27425-7081 (Name and address of agent for service) (336) 664-2400 (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 180,000 shares $27.53 $4,955,625 $1,461.91 ======================== ======================== ==================== ======================== ====================
* Registration fee calculated pursuant to Rule 457(h)(1) and 457(c) and based on a weighted average of the high and low prices of the Common Stock reported on the New York Stock Exchange, Inc. on May 8, 1998. 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, 1997. (b) Amendment No. 1 to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997 on Form 10-K/A filed April 9, 1998. (c) The Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1997. (d) The Company's Report on Form 8-K dated April 1, 1998. (e) 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. At May 8, 1998, the partners and associates of Kennedy Covington Lobdell & Hickman, L.L.P. and their spouses and minor children owned beneficially an aggregate of 45,056 shares of Oakwood Common Stock. 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). 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (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. (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) 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. 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 13th day of May, 1998. OAKWOOD HOMES CORPORATION By: /s/ C. Michael Kilbourne ----------------------------------------- C. Michael Kilbourne Executive Vice President, Chief Financial Officer and Assistant Secretary 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/ Nicholas J. St. George Director and Chairman, President and May 13, 1998 - -------------------------------------------- Chief Executive Officer (Principal Nicholas J. St. George Executive Officer) /s/ C. Michael Kilbourne Director and Executive Vice President and May 13, 1998 - -------------------------------------------- Chief Financial Officer (Principal C. Michael Kilbourne Financial Officer) /s/ William G. Edwards Director May 13, 1998 - -------------------------------------------- William G. Edwards /s/ Dennis I. Meyer Director May 13, 1998 - -------------------------------------------- Dennis I. Meyer /s/ Kermit G. Phillips, II Director May 13, 1998 - -------------------------------------------- Kermit G. Phillips, II /s/ Roger W. Schipke Director May 13, 1998 - -------------------------------------------- Roger W. Schipke /s/ Lanty L. Smith Director May 13, 1998 - -------------------------------------------- Lanty L. Smith Signature Title Date - --------- ----- ---- /s/ Sabin C. Streeter Director May 13, 1998 - -------------------------------------------- Sabin C. Streeter /s/ Francis T. Vincent, Jr. Director May 13, 1998 - -------------------------------------------- Francis T. Vincent, Jr. /s/ Clarence W. Walker Director May 13, 1998 - -------------------------------------------- Clarence W. Walker /s/ H. Michael Weaver Director May 13, 1998 - -------------------------------------------- H. Michael Weaver /s/ Douglas R. Muir Senior Vice President, Treasurer and May 13, 1998 - -------------------------------------------- Secretary (Principal Accounting Officer) Douglas R. Muir
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 EXHIBITS Item 8 FORM S-8 REGISTRATION STATEMENT OAKWOOD HOMES CORPORATION Commission File Number 1-7444 Exhibit Description 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). EX-5 2 EXHIBIT 5 EXHIBIT 5 May 13, 1998 Oakwood Homes Corporation 7800 McCloud Road Greensboro, North Carolina 27409-9634 Gentlemen: You have requested our opinion in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 180,000 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 Oakwood Homes Corporation 1997 Director Stock Option 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 180,000 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 Oakwood Homes Corporation 1997 Director Stock Option 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, /s/ Kennedy Covington Lobdell & Hickman, L.L.P. KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P. 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 November 3, 1997, which appears on page 36 of the 1997 Annual Report to Shareholders 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, 1997, as amended by Form 10-K/A, Amendment No. 1. PRICE WATERHOUSE LLP /s/ Price Waterhouse, LLP Winston-Salem, North Carolina May 13, 1998 -----END PRIVACY-ENHANCED MESSAGE-----