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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ____________ to _____________
Commission file number 1-7444
OAKWOOD HOMES CORPORATION
(Exact name of Registrant as specified in its charter)
NORTH CAROLINA 56-0985879
(State of incorporation) (I.R.S. Employer Identification No.)
7800 McCloud Road, Greensboro, NC 27409-9634
(Address of principal executive offices)
Post Office Box 27081, Greensboro, NC 27425-7081
(Mailing address of principal executive offices)
Registrant's telephone number, including area code: 910/664-2400
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
Common Stock, Par Value New York Stock Exchange, Inc.
$.50 Per Share
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.50 Per Share
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No
The aggregate market value of shares of the Registrant's $.50 par value
Common Stock, its only outstanding class of voting stock, held by non-affiliates
as of November 29, 1996 was $957,767,598.
The number of issued and outstanding shares of the Registrant's $.50
par value Common Stock, its only outstanding class of Common Stock, as of
November 29, 1996 was 45,848,319 shares.
The indicated portions of the following documents are incorporated by
reference into the indicated parts of this Annual Report on Form 10-K:
Parts Into Which
Incorporated Documents Incorporated
Annual Report to Shareholders for Parts I and II
for the fiscal year ended
September 30, 1996
Proxy Statement for Annual Meeting Parts I and III
of Shareholders to be held
January 29, 1997
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
2
Item 1 - Business
The Registrant, which was founded in 1946, designs, manufactures and
markets manufactured homes and finances the majority of its sales. The
Registrant operates five manufacturing plants in North Carolina, four in
Georgia, three in Texas, and one each in California, Colorado, Oregon and
Tennessee. The Registrant's manufactured homes are sold at retail through 255
Registrant owned and operated sales centers located primarily in the
southeastern and southwestern United States and to approximately 92 independent
retailers located primarily in the western and southern United States. The
Registrant also earns commissions on insurance written for the Registrant's
customers.
Manufactured Homes
The Registrant designs and manufactures several lines of homes, each
with a variety of floor plans and decors. Each home contains a living room,
dining area, kitchen, two, three or four bedrooms and one or two bathrooms, and
is equipped with a range and oven, refrigerator, hot water heater and central
heating. A large number of homes are furnished with a sofa and matching chairs,
dinette set, coffee and end tables, carpeting, lamps, draperies, curtains and
screens. Optional furnishings and equipment include beds, a fireplace, washing
machine, dryer, microwave oven, dishwasher, air conditioning, intercom, wet bar,
vaulted ceilings, skylights, hardwood cabinetry and energy conservation items.
The homes manufactured by the Registrant are sold under the registered
trademarks "Oakwood," "Freedom," Golden West," "Villa West" and "Peachtree" and
the tradenames "Victory," "Country Estate," "Bradbury," "Winterhaven," "Golden
Villa," "First Place," "Omni," "Hyatt," "Command" and "Destiny."
The Registrant's manufactured homes are constructed and furnished at
the Registrant's manufacturing facilities and transported on wheels to the
homesite. The Registrant's manufactured homes are generally occupied as
permanent residences but can be transported on wheels to new homesites. The
Registrant's homes are defined as "manufactured homes" under the United States
Code, and formerly were defined as "mobile homes."
The Registrant manufactures 14-foot and 16-foot wide single section
homes and 24-foot and 28-foot wide multi-section homes consisting of two floors
which are joined at the homesite. The Registrant also manufactures a limited
number of multi-section homes consisting of three or four floors. The
Registrant's homes range from 40 feet to 80 feet in length. The Registrant's
single-section homes are sometimes placed on rental lots in communities of
similarly constructed homes.
The Registrant manufactures homes at sixteen plants located in
Moultrie, Georgia (4); Richfield (2), Rockwell (2) and Pinebluff, North
Carolina; Hillsboro (2) and Ennis, Texas; Perris, California; Albany, Oregon;
Fort Morgan, Colorado; and Pulaski, Tennessee. The Registrant is presently
expanding its facilities in Moultrie, Georgia.
3
The Registrant purchases components and materials used in the
manufacture of its homes on the open market and is not dependent upon any
particular supplier. The principal raw materials purchased by the Registrant for
use in the construction of its homes are lumber, steel, aluminum, galvanized
pipe, insulating materials, drywall and plastics. Steel I-beams, axles, wheels
and tires, roof and ceiling materials, home appliances, plumbing fixtures,
furniture, floor coverings, windows, doors and decorator items are purchased or
fabricated by the Registrant and are assembled and installed at various stages
on the assembly line. Construction of the manufactured homes and the plumbing,
heating and electrical systems installed in them must comply with the standards
set by the Department of Housing and Urban Development ("HUD") under the
National Manufactured Home Construction and Safety Standards Act of 1974. See
"Regulation."
The Registrant furnishes to each purchaser of a new home manufactured
by the Registrant a one or five year limited warranty against defects in
materials and workmanship, except for equipment and furnishings supplied by
other manufacturers which are frequently covered by the manufacturers'
warranties.
Sales
At September 30, 1996, the Registrant sold manufactured homes through
255 Registrant owned and operated sales centers located in 27 states primarily
in the southeast and southwest. See "Manufactured Home Sales Centers." The
Registrant opened 60 new sales centers and closed three sales centers in fiscal
1996. Each of the Registrant's sales centers is assigned Registrant-trained
sales personnel. Each salesperson is paid a commission based on the gross margin
of his or her sales, and each sales manager is paid a commission based on the
profits of the sales center. These commissions may be reduced if certain
operational objectives are not met.
The Registrant operates its sales centers under the names Oakwood(R)
Mobile Homes, Freedom Homes(R), Victory Homes and Golden Homes(R). At its sales
centers, the Registrant sells homes manufactured by it as well as by other
manufacturers. The Registrant uses purchases from independent manufacturers to
supplement its manufacturing. In fiscal 1996, approximately 80% of the
Registrant's total dollar volume of sales represented retail sales of new homes.
Approximately 89% of the Registrant's retail sales of new homes were homes
manufactured by the Registrant and 11% represented sales of new homes
manufactured by others. The Registrant has not had difficulty purchasing homes
from independent manufacturers and believes an adequate supply of such homes is
available to meet its needs.
The Registrant also sells used homes acquired in trade-ins. At
September 30, 1996, the Registrant's inventory of used homes was 864 homes as
compared to 728 homes at September 30, 1995. Used homes in inventory do not
include repossessed units.
The Registrant also sells its homes to approximately 92 independent
retailers located primarily in California, Oregon, Utah, Washington, Georgia,
North Carolina, and South Carolina as well as in 10 other western and southern
states. Sales to independent retail dealers accounted for approximately 16% of
the Registrant's total dollar volume of sales in fiscal 1996 as compared
4
to 25% in fiscal 1995. As the Registrant adds Registrant-owned sales centers in
the areas surrounding recent manufacturing acquisitions, the Registrant expects
that this percentage will continue to decline.
During recent years, the Registrant has placed increased emphasis on
the sale of multi-section homes. In fiscal 1996, the Registrant's retail sales
of new multi-section homes were 32% of the total number of new homes sold at
retail, as compared to 28% in fiscal 1995.
The retail sales price for new single section homes sold by the
Registrant in fiscal 1996 generally ranged from $13,000 to $51,000 with a mean
sales price of approximately $27,700. The retail sales price of multi-section
homes sold by the Registrant generally ranged from $21,000 to $95,000, with a
mean sales price of approximately $47,900.
The Registrant's sales have traditionally been higher in the period
from late spring through early fall than in the winter months. Because a
substantial majority of the homes manufactured by the Registrant are sold
directly to retail customers, the Registrant's backlog of orders is not
material.
Registrant Retail Sales Financing
A significant factor affecting sales of manufactured homes is the
availability and terms of financing. Approximately 87% of the Registrant's
retail unit sales in fiscal 1996 were financed by installment sale contracts
arranged by the Registrant, each of which generally required a minimum 5% down
payment and provided for equal monthly payments generally over a period of seven
to 30 years. In fiscal 1996, of the aggregate loan originations relating to
retail unit sales and dispositions of repossessed homes, 94% were installment
sales financed and warehoused by the Registrant for investment or later sale and
6% were installment sales financed by others without recourse to the Registrant.
The remaining 13% of retail unit sales were paid for with cash. At September 30,
1996, the Registrant held installment sale contracts with a principal balance of
approximately $395,475,000 and serviced an additional $1,132,757,000 principal
balance of installment sale contracts, the substantial majority of which it
originated and securitized. A substantial majority of the installment sale
contracts held by the Registrant are pledged to financial institutions as
collateral for loans to the Registrant.
The Registrant is responsible for the processing of credit applications
with respect to customers seeking financing. The Registrant uses a credit
scoring system, updated in fiscal 1995, to enhance its credit decision-making
process. The most significant criteria in the system are the stability, income
and credit history of the borrower. This system requires a minimum credit score
before the Registrant will consider underwriting a contract. This system allows
the Registrant the ability to standardize its credit-making decisions.
The Registrant retains a security interest in any home it finances. In
addition, the Registrant sometimes obtains a security interest in the real
property on which a home is attached.
5
The Registrant is responsible for all collection and servicing
activities with respect to installment sale contracts it owns, as well as with
respect to certain contracts which the Registrant originated and sold. The
Registrant receives servicing fees with respect to installment sale contracts
which it has sold but continues to service.
The Registrant's ability to finance installment sale contracts is
dependent on the availability of funds to the Registrant. The Registrant obtains
funds to finance installment sale contracts primarily through sales of REMIC
Trust certificates to institutional investors. During fiscal 1996, the
Registrant sold $698,411,000 of REMIC securities. The Registrant generally has
no credit exposure with respect to securitized contracts except (1) with respect
to breaches of representations and warranties, (2) to the extent of any retained
interests in a REMIC or (3) with respect to required servicer advances.
The Registrant also obtains financing from loans insured by the FHA.
These installment sale contracts are permanently funded primarily through the
GNMA pass-through program, under which the Registrant issues obligations
guaranteed by GNMA. During fiscal 1996, the Registrant issued approximately $23
million in obligations guaranteed by GNMA. FHA insurance minimizes the
Registrant's exposure to losses on credit sales.
The Registrant uses short-term credit facilities and internally
generated funds to support installment sale contracts until a pool of
installment sale contracts is accumulated to provide for permanent financing at
fixed rates.
In the past, the Registrant sold a significant number of installment
sale contracts to unrelated financial institutions with full recourse to the
Registrant in the event of default by the buyer. The Registrant receives
endorsement fees from financial institutions for installment sale contracts it
has placed with them on such a basis. Such fees totalled $783,000 in fiscal
1996. The Registrant's contingent liability on installment sale contracts sold
with full and limited recourse was approximately $75 million at September 30,
1996.
Independent Dealer Retail Sales Financing
The Registrant provides permanent financing for homes sold by certain
independent dealers that sell Registrant manufactured homes. During fiscal 1996,
the Registrant financed approximately $55 million of the retail sales of these
independent dealers.
The Registrant from time to time considers the purchase of manufactured
home installment sale portfolios originated by others as well as servicing
rights to such portfolios. In fiscal 1996, purchases of loan portfolios were not
significant.
During the fourth quarter of fiscal 1996, the Registrant entered into a
joint venture with Deutsche Financial Services Corporation ("DFS"), a subsidiary
of Deutsche Bank, to provide retail sales financing for other independent
dealers. DFS is the largest wholesale financing source for manufactured housing
inventory purchased by independent dealers. The Registrant and DFS are equal
owners of the joint venture.
6
Under the joint venture DFS provides marketing services and the
Registrant is responsible for loan origination and loan servicing. The
Registrant and DFS are separately compensated for their respective services.
Retail contracts are owned by the joint venture and the joint venture expects to
finance the contracts generally in the same manner as the Registrant. Because
the joint venture was recently formed, it did not have a material impact on
fiscal 1996.
Delinquency and Repossession
In the event an installment sale contract becomes delinquent, the
Registrant, either as owner of the contract or as servicer, or any financial
institution that may have purchased the contract with full recourse to the
Registrant, normally contacts the customer within 8 to 25 days thereafter in an
effort to have the default cured. Thereafter the Registrant is required to
repurchase the installment sale contract if it has been sold to a financial
institution with full recourse. The Registrant, as owner or servicer, generally
repossesses the home after payments have become 60 to 90 days delinquent if the
Registrant is not able to work out a satisfactory arrangement with the customer.
After repossession, the Registrant transports the home to a Registrant owned and
operated sales center where the Registrant attempts to resell the home or
contracts with an independent party to remarket the home. The Registrant also
sells repossessed homes at wholesale.
In an effort to minimize repossessions on contracts sold with full
recourse, the Registrant monitors the servicing and collection efforts of many
of the financial institutions to which the Registrant has sold installment sale
contracts with full recourse. In addition, the Registrant performs the
collection work on all installment sale contracts it has sold with recourse to
two of its major purchasers of installment sale contracts. The Registrant is
currently responsible for collection activities on 54% of the installment sale
contracts which it has sold to independent financial institutions with full
recourse. The Registrant is paid a fee by the financial institutions for
performing this service.
The Registrant maintains a reserve for estimated credit losses on
installment sale contracts owned by the Registrant or sold to third parties with
full or limited recourse. The Registrant provides for losses on credit sales in
amounts necessary to maintain the reserves at amounts the Registrant believes
are sufficient to provide for future losses based on the Registrant's historical
loss experience, current economic conditions and portfolio performance measures.
For fiscal 1996, 1995 and 1994, as a result of expenses incurred due to defaults
and repossessions, $4,534,000, $4,937,000 and $4,339,000, respectively, was
charged to the reserve for losses on credit sales. The Registrant's reserve for
losses on credit sales at September 30, 1996 was $8,261,000, as compared to
$11,795,000 at September 30, 1995 and $14,623,000 at September 30, 1994.
In fiscal 1996, 1995 and 1994, the Registrant repossessed 2,858, 1,824
and 1,407 homes, respectively. The Registrant's inventory of repossessed homes
was 642 homes at September 30, 1996 as compared to 425 homes at September 30,
1995 and 375 homes at September 30, 1994. The estimated net realizable value of
repossessed homes in inventory at September 30, 1996 was
7
approximately $15,785,000. Information concerning repossessions includes homes
repossessed as servicer.
The net losses resulting from repossessions on Registrant originated
loans as a percentage of the average principal amount of such loans outstanding
for fiscal 1996, 1995 and 1994 was 1.01%, 0.75% and 0.66%, respectively.
At September 30, 1996 and September 30, 1995, delinquent installment
sale contracts expressed as a percentage of the total number of installment sale
contracts which the Registrant services or has sold with full recourse and are
serviced by others were as follows:
Total Number Delinquency Percentage
of Contracts September 30, 1996
------------------------------------------------------------
30 days 60 days 90 days Total
Registrant-serviced 1
contracts.......... 71,297 1.2% 0.5% 0.8% 2.5%
Contracts sold with full
recourse and
serviced by others..
4,705 2.9% 0.7% 0.7% 4.3%
Total Number Delinquency Percentage
of Contracts September 30, 1995
------------------------------------------------------------
30 days 60 days 90 days Total
Registrant-serviced 1
contracts.......... 56,438 1.2% 0.3% 0.6% 2.1%
Contracts sold with full
recourse and
serviced by others.
5,972 2.3% 0.5% 0.8% 3.6%
- --------
1 Excludes certain loans originated in September of each year which were being
processed at year end and which were not entered into the loan servicing system
until October.
8
At September 30, 1996 and September 30, 1995, delinquent installment
sale contracts expressed as a percentage of the total outstanding principal
balance of installment sale contracts which the Registrant services or has sold
with full recourse and are serviced by others were as follows:
Total Value Delinquency Percentage
of Contracts September 30, 1996
------------------------------------------------------
30 days 60 days 90 days Total
Registrant-serviced
contracts.......... $1,689,270,000 1.2% 0.4% 0.8% 2.4%
Contracts sold with full
recourse and
serviced by others.
$46,000,000 3.2% 0.7% 0.7% 4.6%
Total Value Delinquency Percentage
of Contracts September 30, 1995
-----------------------------------------------------------------
30 days 60 days 90 days Total
Registrant-serviced 1
contracts.......... $1,174,187,000 1.1% 0.3% 0.6% 2.0%
Contracts sold with full
recourse and
serviced by others.
$62,000,000 2.5% 0.5% 0.7% 3.7%
- -------------
1 Excludes certain loans originated in September of each year which were being
processed at year end and which were not entered into the loan servicing system
until October
Independent Retailer Repurchase Obligations
Substantially all of the independent retailers who purchase homes from
the Registrant finance new home inventories through wholesale credit lines
provided by third parties under which a financial institution provides the
retailer with a credit line for the purchase price of the home and maintains a
security interest in the home as collateral. A wholesale credit line is used by
the retailer to finance the acquisition of its display models, as well as to
finance the initial purchase of a home from a manufacturer until the home buyers
obtain permanent financing or otherwise pay the dealer for the installed home.
In connection with the wholesale financing arrangement, the financial
institution may require the Registrant to enter into a repurchase
9
agreement with the financial institution under which the Registrant is
obligated, upon default by the retailer, to repurchase its homes. Under the
terms of such repurchase agreements, the Registrant agrees to repurchase homes
at declining prices over the period of the agreement. At September 30, 1996,
the Registrant estimates that its contingent liability under these repurchase
agreements was approximately $36 million. The Registrant's losses under these
arrangements have not been significant.
Insurance
The Registrant acts as agent for certain insurance companies and earns
commissions on homeowners insurance, credit life insurance and extended warranty
contracts written for its customers. The Registrant generally requires customers
purchasing homes pursuant to installment sale contracts to have homeowners
insurance until the principal balance of the contract is paid. In fiscal 1996,
80% of the Registrant's retail customers obtained homeowners insurance through
the Registrant, 28% obtained credit life insurance through the Registrant and
47% purchased extended warranties. Historically, a substantial number of such
customers have renewed homeowners policies through the Registrant for which the
Registrant receives renewal commissions. The Registrant's commissions may be
increased based on the actual loss experience under homeowners policies written
by the Registrant.
The Registrant reinsures, through a subsidiary, substantially all of
the credit life insurance written by the Registrant. The subsidiary's contingent
liability is without recourse to the Registrant.
Manufactured Housing Communities
The Registrant was previously engaged in the development and
management of manufactured housing rental communities. In fiscal 1996, the
Registrant sold all seven of its manufactured housing rental communities. The
Registrant does not expect to develop any additional rental communities.
The Registrant has under development or has developed four manufactured
housing subdivisions at Calabash, Greensboro, Hendersonville and Pinehurst,
North Carolina. The Pinehurst subdivision surrounds an existing golf course
included in the property. In these subdivisions, homes and lots are sold
together. The Calabash and Greensboro communities are substantially completed
and sold. The Registrant intends to attempt to sell its remaining interests in
these four subdivisions and does not expect to develop additional subdivisions.
The Registrant also owns a 50% interest in a recreational vehicle
campground and adjoining undeveloped land located at Deltaville, Virginia. The
Registrant intends to offer this property for sale.
10
Competition
The manufactured housing industry is highly competitive with particular
emphasis on price, financing terms and features offered. There are numerous
retail dealers and financing sources in most locations where the Registrant
conducts retail and financing operations. Several of these financing sources are
larger than the Registrant and have greater financial resources. There are
numerous firms producing manufactured homes in the Registrant's market area,
many of which are in direct competition with the Registrant. Several of these
manufacturers, which generally sell their homes through independent dealers, are
larger than the Registrant and have greater financial resources.
The Registrant believes that its vertical integration gives it a
competitive advantage over many of its competitors. The Registrant competes on
the basis of reputation, quality, financing ability, service, features offered
and price.
Manufactured homes are a form of permanent, low-cost housing and are
therefore in competition with other forms of housing, including site-built and
prefabricated homes and apartments. Historically, manufactured homes have been
financed as personal property with financing that has shorter maturities and
higher interest rates than have been available for site-built homes. In recent
years, however, there has been a growing trend toward financing manufactured
housing with maturities more similar to the financing of real estate, especially
when the manufactured housing is attached to permanent foundations on
individually-owned lots. Multi-section homes are often attached to permanent
foundations on individually-owned lots. As a result, maturities for certain
manufactured housing loans have moved closer to those for site-built housing.
Regulation
A variety of laws affect the financing of manufactured homes by the
Registrant. The Federal Consumer Credit Protection Act (Truth-in-Lending) and
Regulation Z promulgated thereunder require written disclosure of information
relating to such financing, including the amount of the annual percentage rate
and the finance charge. The Federal Fair Credit Reporting Act also requires
certain disclosures to potential customers concerning credit information used as
a basis to deny credit. The Federal Equal Credit Opportunity Act and Regulation
B promulgated thereunder prohibit discrimination against any credit applicant
based on certain specified grounds. The Federal Trade Commission has adopted or
proposed various Trade Regulation Rules dealing with unfair credit and
collection practices and the preservation of consumers' claims and defenses. The
Federal Trade Commission regulations also require disclosure of a manufactured
home's insulation specification. Installment sale contracts eligible for
inclusion in the GNMA Program are subject to the credit underwriting
requirements of the FHA. A variety of state laws also regulate the form of the
installment sale contracts and the allowable deposits, finance charge and fees
chargeable pursuant to installment sale contracts. The sale of insurance
products by the Registrant is subject to various state insurance laws and
regulations which govern allowable charges and other insurance practices.
11
The Registrant is also subject to the provisions of the Fair Debt
Collection Practices Act, which regulates the manner in which the Registrant
collects payments on installment sale contracts, and the Magnuson-Moss Warranty
- -- Federal Trade Commission Improvement Act, which regulates descriptions of
warranties on products. The descriptions and substance of the Registrant's
warranties are also subject to state laws and regulations.
The Registrant's manufacture of homes is subject to the National
Manufactured Housing Construction and Safety Standards Act of 1974. In 1976, the
Department of Housing and Urban Development ("HUD") promulgated regulations,
which have been amended from time to time, under this Act establishing
comprehensive national construction standards covering many aspects of
manufactured home construction, including structural integrity, fire safety,
wind loads and thermal protection.
The transportation of manufactured homes on highways is subject to
regulation by various Federal, state and local authorities. Such regulations may
prescribe size and road use limitations and impose lower than normal speed
limits and various other requirements. Manufactured homes are also subject to
local zoning and housing regulations.
Financial Information About Industry Segments
Financial information for each of the three fiscal years in the period
ended September 30, 1996 with respect to the Registrant's manufactured home
operations and retail sales financing operations are incorporated herein by
reference to page 34 of the Registrant's 1996 Annual Report to Shareholders.
Employees
At September 30, 1996, the Registrant employed 6,192 persons, of which
2,237 were engaged in sales and service, 3,294 in manufacturing 330 in consumer
finance and 331 in executive, administrative and clerical positions.
Item 2 - Properties
Offices
The Registrant owns its executive office space in Greensboro, North
Carolina which it completed in fiscal 1996. The Registrant also owns two
additional office buildings, which formerly served as its executive office
space, located in two adjacent three-story buildings in Greensboro, North
Carolina, which currently are vacant and will be offered for sale. The
Registrant also leases office space in Texas and Arizona.
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Manufacturing Facilities
The location and ownerships of the Registrant's production facilities
are as follows:
Owned/
Location Leased
Richfield, North Carolina Owned
Richfield, North Carolina Owned
Rockwell, North Carolina Owned
Rockwell, North Carolina Owned
Pinebluff, North Carolina Owned
Moultrie, Georgia Owned
Moultrie, Georgia Owned
Moultrie, Georgia Owned
Moultrie, Georgia Owned
Hillsboro, Texas Owned
Hillsboro, Texas Owned
Ennis, Texas Owned
Pulaski, Tennessee Leased
Albany, Oregon Leased/Owned
Perris, California Owned
Fort Morgan, Colorado Owned
These facilities are located on tracts of land generally ranging
from 10 to 45 acres. The production area in these facilities ranges from
approximately 50,000 to 125,000 square feet.
The land and buildings at these facilities were subject to mortgages
with an aggregate balance of $17,359,000 at September 30, 1996.
The Registrant's manufacturing facilities are generally one story metal
prefabricated structures. The Registrant believes its facilities are in good
condition.
Based on the Registrant's normal manufacturing schedule of one shift
per day for a five-day week, the Registrant believes that its sixteen plants
have the capacity to produce approximately 41,875 floors annually, depending on
product mix. During fiscal 1996, the Registrant manufactured 34,950 floors at
its plants.
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Manufactured Home Sales Centers
The Registrant's manufactured home retail sales centers consist of
tracts of from 3/4 to 4 1/2 acres of land on which manufactured homes are
displayed, each with a sales office containing from approximately 600 to 1,300
square feet of floor space. The Registrant operated 255 sales centers at
September 30, 1996 located in 27 states distributed as follows: North Carolina
(60), Texas (39), South Carolina (20), Tennessee (15), Virginia (15), Kentucky
(14), Alabama (13), Georgia (10), Washington (8), Arizona (6), Arkansas (6),
Florida (6), Missouri (6), New Mexico (6), Idaho (4), California (3), Colorado
(3), Delaware (3), Mississippi (3), West Virginia (3), Kansas (2), Louisiana
(2), Oklahoma (2), Oregon(2), Utah (2), Indiana (1), and Ohio (1).
Twenty-seven sales centers are on property owned by the Registrant and
the other locations are leased by the Registrant for a specified term of from
one to ten years or on a month-to-month basis. Rents paid by the Registrant
during the year ended September 30, 1996 for the leased sales centers totalled
approximately $6,657,000.
Manufactured Housing Communities
The Registrant has under development or has developed manufactured
housing subdivisions at the following locations and with the acreage and number
of lots indicated:
Lots
Location of Community Acres Planned
Calabash, North Carolina 33 152
Greensboro, North Carolina 69 115
Hendersonville, North Carolina 71 296
Pinehurst, North Carolina 237 256
The Registrant also owns a 50% interest in a recreational vehicle
campground and adjoining undeveloped land located in Deltaville, Virginia. At
September 30, 1996, this property was subject to a mortgage with a total balance
of $915,000.
Item 3 - Legal Proceedings
The Registrant is a defendant in a number of suits which are incidental
to the conduct of its business.
Item 4 - Submission of Matters to a Vote of Security Holders
Not applicable.
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Separate Item - Executive Officers of the Registrant
Information as to executive officers of the Registrant who are
directors and nominees of the Registrant is incorporated herein by reference to
the section captioned Election of Directors of the Registrant's Proxy Statement
for the Annual Meeting of Shareholders to be held January 29, 1997. Information
as to the executive officers of the Registrant who are not directors or nominees
is as follows:
Name Age Information About Officer
William G. Edwards 52 Executive Vice President - Manufacturing and Chief
Operating Officer of Homes By Oakwood, Inc. (the
Registrant's manufacturing subsidiary) since 1996;
Senior Vice President - Eastern Manufacturing 1995-96;
President and Chief Executive Officer of Destiny
Industries, Inc. (manufactured home manufacturer)
1978-1995.
Larry T. Gilmore 55 Executive Vice President - Consumer Finance and Chief
Operating Officer of Oakwood Acceptance Corporation
(the Registrant's finance subsidiary) since 1994; Vice
President and Chief Operating Officer of Oakwood
Acceptance Corporation 1991-1994.
Douglas R. Muir 42 Senior Vice President and Secretary since 1994;
Treasurer since 1993; Partner, Price Waterhouse LLP,
1988-1993.
Jeffrey D. Mick 44 Senior Vice President since 1994; Controller since
1992; Executive Vice President -
Operations/Distribution, Brendle's Incor-porated
(discount department store retailer), 1990-1992. In
November 1992, Brendle's Incorporated filed for
reorganization under Chapter 11 of the United States
Bankruptcy Code.
Myles E. Standish 42 Senior Vice President and General Counsel since 1995;
Partner, Kennedy Covington Lobdell & Hickman, L.L.P.
attorneys at law 1987-1995.
J. Michael Stidham 43 Executive Vice President - Retail and Chief Operating
Officer of Oakwood Mobile
15
Homes, Inc. (the Registrant's retail sales subsidiary)
since 1994; Vice President and Chief Operating Officer
of Oakwood Mobile Homes, Inc. 1992-1994; Vice President
of Oakwood Mobile Homes, Inc., 1989-1992.
All executive officers were elected to their current positions at
annual meetings of the Board of Directors of the Registrant or its subsidiaries
held on January 31, 1996, except Mr. Edwards, who was elected to his current
position on July 1, 1996. Each officer holds office until his or her death,
resignation, retirement, removal or disqualification or until his or her
successor is elected and qualified.
PART II
Items 5-8
Items 5 and 7-8 are incorporated herein by reference to pages 13 to 36
of the Registrant's 1996 Annual Report to Shareholders and to the sections
captioned Securities Exchange Listing and Number of Shareholders of Record on
the inside back cover page of the Registrant's 1996 Annual Report to
Shareholders. Item 6 is incorporated herein by reference to the information
captioned "Net sales," "Total revenues," "Net income," "Earnings per common
share--Primary and Fully diluted," "Total assets," "Notes and bonds payable" and
"Cash dividends per common share" for the five fiscal years ended September 30,
1996 on page 1 of the Registrant's 1996 Annual Report to Shareholders.
Item 9 - Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
Not applicable.
PART III
Items 10-13
Items 10-13 are incorporated herein by reference to the sections
captioned Principal Holders of the Common Stock and Holdings of Management,
Election of Directors, Compensation Committee Interlocks and Insider
Participation, Executive Compensation, Compensation of Directors, Employment
Contracts, Termination of Employment and Change in Control Arrangements and
Section 16(a) Beneficial Ownership Reporting Compliance of the Registrant's
Proxy Statement for the Annual Meeting of Shareholders to be held January 29,
1997 and to the separate item in Part I of this Report captioned Executive
Officers of the Registrant.
16
PART IV
Item 14 - Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Financial Statement Schedules. See accompanying Index
to Financial Statement Schedules.
(b) Exhibits.
3.1 Restated Charter of the Registrant dated
January 25, 1984 (Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1984)
3.2 Amendment to Restated Charter of the
Registrant dated February 18, 1988 (Exhibit 3 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1988)
3.3 Amendment to Restated Charter of the
Registrant dated April 23, 1992 (Exhibit 3.3 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1992)
3.4 Amended and Restated Bylaws of the
Registrant adopted February 1, 1995 (Exhibit 3.2 to
the Registrant's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1994)
4.1 Shareholder Protection Rights Agreement
between the Registrant and Wachovia Bank of North
Carolina, N.A., as Rights Agent (Exhibit 4.1 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1991)
4.2 Agreement to Furnish Copies of
Instruments With Respect to Long Term Debt (Exhibit
4.3 to the Registrant's Annual Report on Form 10-k
for the year ended September 30, 1994)
* 10.1 Form of Disability Agreement (Exhibit 10.1 to
the Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1984)
* 10.2 Schedule identifying omitted Disability
Agreements which are substantially identical to the
Form of Disability Agreement and payment schedules
under Disability Agreements (Exhibit 10.2 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1984)
* 10.3 Form of Retirement Agreement (Exhibit 10.3 to
the Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1984)
17
* 10.4 Schedule identifying omitted Retirement
Agreements which are substantially identical to the
Form of Retirement Agreement and payment schedules
under Retirement Agreements (Exhibit 10.4 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1984)
* 10.5 Oakwood Homes Corporation 1985 Non-Qualified
Stock Option Plan (Exhibit 10.1 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1985)
10.6 Oakwood Homes Corporation 1986
Nonqualified Stock Option Plan for Non-Employee
Directors (Exhibit 10.1 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
September 30, 1986)
* 10.7 Oakwood Homes Corporation 1981 Incentive Stock
Option Plan, as amended and restated (Exhibit 10.1 to
the Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1987)
* 10.8 Oakwood Homes Corporation and Designated
Subsidiaries Deferred Income Plan for Key Employees
(Exhibit 10.2 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 30,
1987)
* 10.9 Form of Employment Agreement (Exhibit 10.4 to
the Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1990)
* 10.10 Schedule identifying omitted Employment
Agreements which are substantially identical to the
Form of Employment Agreement (Exhibit 10.5 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1990)
10.11 Oakwood Homes Corporation 1990 Director
Stock Option Plan (Exhibit 10.24 to the Registrant's
Form S-2 filed on April 13, 1991)
* 10.12 Oakwood 1990 Long Term Performance Plan, as
amended (Exhibit 4 to the Registrant's Registration
Statement on Form S-8, filed on August 3, 1992)
* 10.13 Amended and Restated Executive
Retirement Benefit Employment Agreement between the
Registrant and Nicholas J. St. George (Exhibit 10.21
to the Registrant's Annual Report on Form 10-K for
the fiscal year ended September 30, 1992)
* 10.14 Amended and Restated Executive
Disability Benefit Agreement between the Registrant
and Nicholas J. St. George (Exhibit 10.22 to the
Registrant's
18
Annual Report on Form 10-K for the fiscal year
ended September 30, 1992)
* 10.15 Executive Retirement Benefit
Employment Agreement between the Registrant and
A. Steven Michael (Exhibit 10 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1993)
* 10.16 Amendment to 1990 Oakwood Long Term
Performance Plan (Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
March 31, 1993)
* 10.17 Amendment No. 1 to the Oakwood Homes
Corporation and Designated Subsidiaries Deferred
Income Plan for Key Employees (Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1993)
* 10.18 Form of Oakwood Homes Corporation
and Designated Subsidiaries Deferred Compensation
Agreement for Key Employees (Exhibit 10.3 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1993)
* 10.19 Form of First Amendment to Employment
Agreement between the Registrant and each of Nicholas
J. St. George and A. Steven Michael (Exhibit 10.1 to
the Registrant's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1993)
* 10.20 First Amendment to Amended and
Restated Executive Retirement Benefit
Employment Agreement between the Registrant and
Nicholas J. St. George (Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1993)
* 10.21 First Amendment to Executive
Retirement Benefit Employment Agreement
between the Registrant and Robert D. Harvey, Sr.
(Exhibit 10.3 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended December 31, 1993)
* 10.22 First Amendment to Executive
Retirement Benefit Employment Agreement between the
Registrant and A. Steven Michael (Exhibit 10.4 to
the Registrant's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1993)
* 10.23 First Amendment to Amended and
Restated Executive Disability Benefit Agreement
between the Registrant and Nicholas J. St. George
(Exhibit 10.5 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended December 31, 1993)
19
* 10.24 Form of Executive Retirement
Benefit Agreement between the Registrant
and each of James D. Casterline, Larry T. Gilmore,
C. Michael Kilbourne, J. Michael Stidham and
Larry M. Walker (Exhibit 10.7 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
December 31, 1993)
* 10.25 Schedule identifying omitted Executive
Retirement Benefit Employment Agreements which are
substantially identical to the Form of Executive
Retirement Benefit Agreement in Exhibit 10.31 and
payment schedules under Executive Retirement Benefit
Employment Agreements (Exhibit 10.8 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1993)
* 10.26 Form of Performance Unit Agreement dated
November 16, 1993 (Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994)
* 10.27 Schedule identifying omitted Performance Unit
Agreements which are substantially identical to the
Form of Performance Unit Agreement and the target
number of performance units under Performance Unit
Agreements (Exhibit 10.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994)
* 10.28 Oakwood Homes Corporation Executive
Incentive Compensation Plan (Exhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996)
* 10.29 Oakwood Homes Corporation Key Employee Stock
Plan (Exhibit 10.2 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1996)
* 10.30 Form of Long-Term Incentive Compensation
Award Agreement dated November 15, 1995 (Exhibit 10.3
to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996)
* 10.31 Schedule identifying omitted Long-Term
Incentive Compensation Award Agreements which are
substantially identical to the Form of Long-Term
Incentive Compensation Award Agreement and the
percentage participation under the Long-Term
Incentive Compensation Award Agreements (Exhibit 10.4
to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996)
* 10.32 Form of Second Amendment to
Employment Agreement between the Registrant and
each of Nicholas J. St. George and A. Steven Michael
(filed herewith)
20
* 10.33 Employment Agreement between the
Registrant and C. Michael Kilbourne (filed herewith)
11 Calculation of Earnings Per Share
(filed herewith)
13 The Registrant's 1996 Annual Report to
Shareholders. This Annual Report to Shareholders is
furnished for the information of the Commission only
and, except for the parts thereof incorporated by
reference in this Report on Form 10-K, is not deemed
to be "filed" as a part of this filing (filed
herewith)
21 List of the Registrant's
Subsidiaries (filed herewith)
23.1 Consent of Price Waterhouse LLP
(filed herewith)
23.2 Consent of Allen, Pritchett &
Bassett, CPAs (filed herewith)
27 Financial Data Schedule (Filed in
electronic format only). This schedule is furnished
for the information of the Commission and shall not
be deemed "filed" for purposes of Section 11 of the
Securities Act of 1933, Section 18 of the Securities
Exchange Act of 1934 and Section 323 of the Trust
Indenture Act
* Indicates a management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Form 10-K.
(c) Reports on Form 8-K. No reports on Form 8-K have been filed during the
last quarter of the period covered by this Report.
21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned thereunto duly authorized.
OAKWOOD HOMES CORPORATION
By:/s/ C. Michael Kilbourne
Name: C. Michael Kilbourne
Title: Executive Vice President,
Chief Financial Officer and
and Assistant Secretary
Dated: December 23, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Annual Report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the date indicated.
Signature Capacity Date
/s/ Nicholas J. St. George Director and President December 23, 1996
Nicholas J. St. George and Chief Executive
Officer (Principal
Executive Officer)
/s/ A. Steven Michael Director and Executive December 23, 1996
A. Steven Michael Vice President and
Chief Operating
Officer
/s/ C. Michael Kilbourne Director and Executive December 23, 1996
C. Michael Kilbourne Vice President, Chief
Financial Officer and
Assistant Secretary
(Principal Financial Officer)
/s/ Dennis I. Meyer Director December 23, 1996
Dennis I. Meyer
22
Signature Capacity Date
/s/ Kermit G. Phillips, II Director December 23, 1996
Kermit G. Phillips, II
/s/ Roger W. Schipke Director December 23, 1996
Roger W. Schipke
/s/ Sabin C. Streeter Director December 23, 1996
Sabin C. Streeter
/s/ Francis T. Vincent, Jr. Director December 23, 1996
Francis T. Vincent, Jr.
/s/ Clarence W. Walker Director December 23, 1996
Clarence W. Walker
/s/ H. Michael Weaver Director December 23, 1996
H. Michael Weaver
/s/ Douglas R. Muir Senior Vice President, December 23, 1996
Douglas R. Muir Treasurer and
Secretary (Principal
Accounting Officer)
23
OAKWOOD HOMES CORPORATION
INDEX TO FINANCIAL STATEMENT SCHEDULES
The financial statements, together with the report thereon of Price
Waterhouse LLP dated November 4, 1996, appearing on pages 19 to 35 of the
accompanying 1996 Annual Report to Shareholders, are incorporated by reference
in this Form 10-K Annual Report. With the exception of the aforementioned
information and the information incorporated in Items 1, 5, 6, 7 and 8, the 1996
Annual Report to Shareholders is not deemed to be filed as part of this report.
Financial statement schedules not included in this Form 10-K Annual Report have
been omitted because they are not applicable or the required information is
shown in the financial statements or notes thereto.
PAGE
Report of Allen, Pritchett & Bassett, CPAs on
financial statements of Destiny Industries, Inc. F-1
Supplementary information to notes to
consolidated financial statements F-2
24
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Destiny Industries, Inc.
P.O. Box 1766
Moultrie, GA 31776
We have audited the balance sheet of Destiny Industries, Inc. as of October 1,
1994, and the related statements of income, retained earnings, and cash flows
for the year then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of Destiny
Industries, Inc. as of October 2, 1993, were audited by other auditors whose
report dated December 22, 1993 expressed an unqualified opinion on those
statements.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the 1994 financial statements referred to above present fairly,
in all material respects, the financial position of Destiny Industries, Inc. as
of October 1, 1994, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
Allen, Pritchett & Bassett
Tifton, Georgia
December 9, 1994
F-1
OAKWOOD HOMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTARY INFORMATION TO NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
The components of inventories are as follows:
September 30,
1996 1995 1994
New manufactured homes $130,443,000 $131,632,0000 $ 78,916,000
Used manufactured homes 6,462,000 4,825,000 5,302,000
Homes in progress 2,410,000 2,220,000 2,072,000
Land/homes under
development 4,820,000 2,042,000 1,534,000
Raw materials and supplies 11,755,000 10,471,000 10,864,000
$155,890,000 $151,190,000 $ 98,688,000
F-2
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
EXHIBITS
ITEM 14(a)(3)
FORM 10-K
ANNUAL REPORT
Commission
For the fiscal year ended File Number
September 30, 1996 1-7444
OAKWOOD HOMES CORPORATION
EXHIBIT INDEX
Exhibit No. Exhibit Description
3.1 Restated Charter of the Registrant dated January 25, 1984
(Exhibit 3.2 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1984)
3.2 Amendment to Restated Charter of the Registrant dated
February 18, 1988 (Exhibit 3 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended September 30, 1988)
3.3 Amendment to Restated Charter of the Registrant dated
April 23, 1992 (Exhibit 3.3 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended September 30, 1992)
3.4 Amended and Restated Bylaws of the Registrant adopted
February 1, 1995 (Exhibit 3.2 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended December 31, 1994)
4.1 Shareholder Protection Rights Agreement between the
Registrant and Wachovia Bank of North Carolina, N.A., as
Rights Agent (Exhibit 4.1 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1991)
4.2 Agreement to Furnish Copies of Instruments With Respect to
Long Term Debt (Exhibit 4.3 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended September 30, 1994)
10.1 Form of Disability Agreement (Exhibit 10.1 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1984)
10.2 Schedule identifying omitted Disability Agreements which
are substantially identical to the Form of Disability
Agreement and payment schedules under Disability Agreements
(Exhibit 10.2 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1984)
10.3 Form of Retirement Agreement (Exhibit 10.3 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1984)
10.4 Schedule identifying omitted Retirement Agreements which
are substantially identical to the Form of Retirement
Agreement and payment schedules under Retirement Agreements
(Exhibit 10.4 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1984)
10.5 Oakwood Homes Corporation 1985 Non-Qualified Stock Option
Plan (Exhibit 10.1 to the Registrant's Annual Report on Form
10-K for the fiscal year ended September 30, 1985)
10.6 Oakwood Homes Corporation 1986 Nonqualified Stock Option
Plan for Non-Employee Directors (Exhibit 10.1 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1986)
10.7 Oakwood Homes Corporation 1981 Incentive Stock Option
Plan, as amended and restated (Exhibit 10.1 t the Registrant's
Annual Report on Form 10-K for the fiscal year ended September
30, 1987)
10.8 Oakwood Homes Corporation and Designated Subsidiaries
Deferred Income Plan for Key Employees (Exhibit 10.2 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1987)
10.9 Form of Employment Agreement (Exhibit 10.4 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1990)
10.10 Schedule identifying omitted Employment Agreements which
are substantially identical to the Form of Employment
Agreement (Exhibit 10.5 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 30, 1990)
10.11 Oakwood Homes Corporation 1990 Director Stock Option
Plan (Exhibit 10.24 to the Registrant's Form S-2 filed on
April 13, 1991)
10.12 Oakwood 1990 Long Term Performance Plan, as amended
(Exhibit 4 to the Registrant's Registration Statement on Form
S-8, filed on August 3, 1992)
10.13 Amended and Restated Executive Retirement Benefit
Employment Agreement between the Registrant and Nicholas J.
St. George (Exhibit 10.21 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 30, 1992)
10.14 Amended and Restated Executive Disability Benefit
Agreement between the Registrant and Nicholas J. St. George
(Exhibit 10.22 to the Registrant's Annual Report on Form
10-K for the fiscal year ended September 30, 1992)
10.15 Executive Retirement Benefit Employment Agreement
between the Registrant and A. Steven Michael (Exhibit 10 to
the Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1993)
10.16 Amendment to 1990 Oakwood Long Term Performance Plan
(Exhibit 10.1 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1993)
10.17 Amendment No. 1 to the Oakwood Homes Corporation and
Designated Subsidiaries Deferred Income Plan for Key Employees
(Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1993)
10.18 Form of Oakwood Homes Corporation and Designated
Subsidiaries Deferred Compensation Agreement for Key
Employees (Exhibit 10.3 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1993)
10.19 Form of First Amendment to Employment Agreement
between the Registrant and each of Nicholas J. St. George
and A. Steven Michael (Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended December
31, 1993)
10.20 First Amendment to Amended and Restated
Executive Retirement Benefit Employment Agreement between
the Registrant and Nicholas J. St. George (Exhibit 10.2 to
the Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1993)
10.21 First Amendment to Executive Retirement Benefit
Employment Agreement between the Registrant and A. Steven
Michael (Exhibit 10.4 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended December 31, 1993)
10.22 First Amendment to Amended and Restated Executive
Disability Benefit Agreement between the Registrant and
Nicholas J. St. George (Exhibit 10.5 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended December
31, 1993)
10.23 Form of Executive Retirement Benefit Agreement
between the Registrant and each of James D. Casterline,
Larry T. Gilmore, C. Michael Kilbourne, J. Michael Stidham
and Larry M. Walker (Exhibit 10.7 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
December 31, 1993)
10.24 Schedule identifying omitted Executive Retirement
Benefit Employment Agreements which are substantially
identical to the Form of Executive Retirement Benefit
Agreement in Exhibit 10.31 and payment schedules under
Executive Retirement Benefit Employment Agreements (Exhibit
10.8 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1993)
10.25 Form of Performance Unit Agreement dated November 16,
1993 (Exhibit 10.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1994)
10.26 Schedule identifying omitted Performance Unit Agreements
which are substantially identical to the Form of Performance
Unit Agreement and the target number of performance units
under Performance Unit Agreements (Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994)
10.28 Oakwood Homes Corporation Executive Incentive
Compensation Plan (Exhibit 10.1 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1996)
10.29 Oakwood Homes Corporation Key Employee Stock Plan
(Exhibit 10.2 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1996)
10.30 Form of Long-Term Incentive Compensation Award Agreement
dated November 15, 1995 (Exhibit 10.3 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1996)
10.31 Schedule identifying omitted Long-Term Incentive
Compensation Award Agreements which are substantially
identical to the Form of Long-Term Incentive Compensation
Award Agreement and the percentage participation under the
Long-Term Incentive Compensation Award Agreements (Exhibit
10.4 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996)
10.32 Form of Second Amendment to Employment Agreement
between the Registrant and each of Nicholas J. St. George and
A. Steven Michael (filed herewith)
10.33 Employment Agreement between the Registrant and C.
Michael Kilbourne (filed herewith)
11 Calculation of Earnings Per Share (filed herewith)
13 The Registrant's 1996 Annual Report to Shareholders. This
Annual Report to Shareholders is furnished for the information
of the Commission only and, except for the parts thereof
incorporated by reference in this Report on Form 10-K, is not
deemed to be "filed" as a part of this filing (filed herewith)
21 List of the Registrant's Subsidiaries (filed
herewith)
23.1 Consent of Price Waterhouse LLP (filed herewith)
23.2 Consent of Allen, Pritchett & Bassett, CPAs (filed
herewith)
27 Financial Data Schedule (Filed in electronic format only).
This schedule is furnished for the information of the
Commission and shall not be deemed "filed" for purposes of
Section 11 of the Securities Act of 1933, Section 18 of the
Securities Exchange Act of 1934 and Section 323 of the Trust
Indenture Act