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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, 1997
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
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(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
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(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: 336/664-2400
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 December 12, 1997 was $1,361,086,176.
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
December 12, 1997 was 46,415,258 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, 1997
Proxy Statement for Annual Meeting Parts I and III
of Shareholders to be held
February 11, 1998
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. [ ]
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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, five in
Georgia, three in Texas, and one each in California, Colorado, Oregon and
Tennessee. The Registrant's manufactured homes are sold at retail through 300
Registrant owned and operated sales centers located primarily in the
southeastern and southwestern United States and to approximately 93 independent
retailers located primarily in the western and southern United States. The
Registrant writes insurance for customers choosing to purchase insurance and
reinsures the risk on the insurance it writes.
Manufactured Homes
The Registrant designs and manufactures a number of models of homes.
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 trade names "Victory,"
"Country Estate," "Bradbury," "Winterhaven," "Golden Villa," "First Place,"
"Omni," "Hyatt," "Command," "Destiny," "Sunrise Dream Home" and "Family Dream
Home."
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 multi-section homes consisting of two floors which are joined at the
homesite and which generally are 24 or 28 feet wide. 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 seventeen plants located in
Moultrie, Georgia (5); 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
building an additional plant in Killeen, Texas.
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
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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, 1997, the Registrant sold manufactured homes through
300 Registrant owned and operated sales centers located in 28 states primarily
in the southeast and southwest. See "Properties - Manufactured Home Sales
Centers." The Registrant opened 49 new sales centers and closed four sales
centers in fiscal 1997. 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 West 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. Approximately 95% of the Registrant's retail
dollar sales of new homes were homes manufactured by the Registrant and 5%
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, 1997, the Registrant's inventory of used homes was 1,018 homes as
compared to 864 homes at September 30, 1996. Used homes in inventory do not
include repossessed units.
The Registrant also sells its homes to approximately 93 independent
retailers located primarily in California, Oregon, Arizona, Washington, Georgia,
North Carolina, and South Carolina as well as in 7 other western and southern
states. Sales to independent retail dealers accounted for approximately 9% of
the Registrant's total dollar volume of sales in fiscal 1997 as compared to 16%
in fiscal 1996. This decline resulted from the Registrant's addition of
Registrant-owned sales centers in the areas surrounding recent manufacturing
acquisitions.
During recent years, the Registrant has placed increased emphasis on
the sale of multi-section homes. In fiscal 1997, the Registrant's retail sales
of new multi-section homes were 47% of the total number of new homes sold at
retail, as compared to 32% in fiscal 1996.
The retail sales price for new single section homes sold by the
Registrant in fiscal 1997 generally ranged from $13,000 to $51,000 with a mean
sales price of approximately $29,200. The retail sales price of multi-section
homes sold by the Registrant generally ranged from $24,000 to $124,000, with a
mean sales price of approximately $47,900.
4
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 85% of the Registrant's
retail unit sales in fiscal 1997 were financed by installment sale contracts or
loans arranged by the Registrant, each of which generally required a minimum 5%
downpayment and provided for monthly payments generally over a period of seven
to 30 years. In fiscal 1997, of the aggregate loan originations relating to
retail unit sales and dispositions of repossessed homes, 92% were installment
sales or loans financed and warehoused by the Registrant for investment or later
sale and 8% were installment sales or loans financed by others without recourse
to the Registrant. The remaining 15% of retail unit sales were paid for with
cash. At September 30, 1997, the Registrant held installment sale contracts or
loans with a principal balance of approximately $322,830,000 and serviced an
additional $2,223,991,000 principal balance of installment sale contracts or
loans, 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 1998, 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.
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 1997, the
Registrant sold $868,981,000 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, (3) with respect to required servicer advances, (4) with
respect to the servicing fee, which is subordinated and (5) with respect to any
REMIC security the Registrant has guaranteed.
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
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Registrant issues obligations guaranteed by GNMA. During fiscal 1997, the
Registrant issued approximately $11 million in obligations guaranteed by GNMA.
FHA insurance minimizes the Registrant's exposure to losses on these 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
generally 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 totaled $455,000 in fiscal 1997.
The Registrant's contingent liability on installment sale contracts sold with
full and limited recourse was approximately $58 million at September 30, 1997.
Independent Dealer Retail Sales Financing
The Registrant provides permanent financing for homes sold by certain
independent dealers that sell Registrant manufactured homes. During fiscal 1997,
the Registrant financed approximately $28 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 1997, the Registrant purchased no such
portfolios.
During the fourth quarter of fiscal 1996, the Registrant and Deutsche
Financial Services Corporation ("DFS"), a subsidiary of Deutsche Bank, N.A.
formed Deutsche Financial Capital Limited Liability Company ("DFC") to provide
retail sales financing for other independent dealers. DFS is a large wholesale
financing source for manufactured housing inventory purchased by independent
dealers. The Registrant and DFS are equal owners of the joint venture.
Under the joint venture DFS provides marketing services and the
Registrant is responsible for origination and servicing. The Registrant and DFS
are separately compensated for their respective services. During fiscal 1997,
DFC originated $221,170,000 of installment sale contracts or loans. DFC also
successfully completed its first REMIC securitization pursuant to which it
raised $161 million.
Delinquency and Repossession
In the event an installment sale contract or loan becomes delinquent,
the Registrant, either as owner or as servicer, normally contacts the customer
within 8 to 25 days thereafter in an effort to have the default cured. 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
generally 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.
6
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 53% 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 and loans 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 levels 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 1997, 1996 and 1995, as a result of
expenses incurred due to defaults and repossessions, $3,984,000, $4,534,000, and
$4,937,000, respectively, was charged to the reserve for losses on credit sales.
The Registrant's reserve for losses on credit sales at September 30, 1997 was
$4,277,000, as compared to $8,261,000 at September 30, 1996 and $11,795,000 at
September 30, 1995.
In fiscal 1997, 1996 and 1995, the Registrant repossessed 3,879, 2,858,
and 1,824 homes, respectively. The Registrant's inventory of repossessed homes
was 962 homes at September 30, 1997 as compared to 642 homes at September 30,
1996 and 425 homes at September 30, 1995. The estimated net realizable value of
repossessed homes in inventory at September 30, 1997 was approximately $28
million. 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 1997, 1996 and 1995 was 1.30%, 1.01%, and 0.75%.
At September 30, 1997 and September 30, 1996, 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:
Delinquency Percentage
Total Number September 30, 1997
of Contracts ---------------------------------------------------------
and Loans 30 days 60 days 90 days Total
------------- -------- -------- -------- ------
Registrant-serviced
contracts and loans ....... 93,013(1) 1.4% 0.5% 0.8% 2.7%
Contracts and loans sold
with full recourse and
serviced by others ........ 3,753 2.2% 0.6% 0.5% 3.3%
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Delinquency Percentage
Total Number September 30, 1996
of Contracts ---------------------------------------------------------
and Loans 30 days 60 days 90 days Total
------------- -------- -------- -------- ------
Registrant-serviced
contracts and loans ..... 71,297(1) 1.2% 0.5% 0.8% 2.5%
Contracts and loans sold
with full recourse
and serviced by
others................... 4,705 2.9% 0.7% 0.7% 4.3%
- -----------
(1)Excludes certain contracts and 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.
At September 30, 1997 and September 30, 1996, 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:
Delinquency Percentage
September 30, 1997
Total Number --------------------------------------------------------
of Contracts 30 days 60 days 90 days Total
------------- -------- -------- -------- ------
Registrant-serviced
contracts and loans ..... $2,532,284,000(1) 1.2% 0.5% 0.9% 2.6%
Contracts and loans sold
with full recourse
and serviced by others .. $ 32,000,000 2.9% 0.7% 0.5% 4.1%
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Delinquency Percentage
September 30, 1996
Total Number --------------------------------------------------------
of Contracts 30 days 60 days 90 days Total
------------- -------- -------- -------- ------
Registrant-serviced
contracts and loans...... $1,689,270,000(1) 1.2% 0.4% 0.8% 2.4%
Contracts and loans sold
with full recourse and
serviced by others ...... $46,000,000 3.2% 0.7% 0.7% 4.6%
- --------------
(1)Excludes certain contracts and 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 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, 1997, the Registrant estimates
that its contingent liability under these repurchase agreements was
approximately $31 million. The Registrant's losses under these arrangements have
not been significant.
Insurance
The Registrant acts as agent for certain insurance companies with
respect to homeowners insurance, credit life insurance and service contracts
written for its customers. The Registrant generally requires customers
purchasing homes pursuant to the Registrant's origination of installment sale
contracts or loans to have homeowners insurance until the principal balance of
the contract is paid. Historically, a substantial number of customers have
renewed homeowners policies through the Registrant for which the Registrant
receives renewal commissions.
The Registrant reinsures, through a subsidiary, substantially all of
the risk on the insurance products written by it. The Registrant has reinsured a
portion of its homeowner's catastrophic risk in the reinsurance markets.
Manufactured Housing Communities
The Registrant has under development a manufactured housing subdivision
at Hendersonville, North Carolina. The Registrant also owns land on which it
intended to develop a manufactured housing subdivision in Pinehurst, North
Carolina. The Pinehurst subdivision surrounds an existing golf course which the
Registrant sold in fiscal 1997. The Registrant intends to attempt to sell its
remaining interests in the Pinehurst subdivision and does not expect to develop
additional subdivisions.
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The Registrant also owns a 50% interest in a recreational vehicle
campground and adjoining undeveloped land located at Deltaville, Virginia.
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 is aware,
however, that several of its manufacturing competitors are attempting to
establish their own retail distribution systems. To the extent such competitors
enter the retail market the Registrant could face increased competition at that
level. 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 and loans 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 loan documents and the allowable deposits,
finance charge and fees chargeable pursuant to installment sale contracts and
loan documents. 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.
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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, 1997 with respect to the Registrant's manufactured home
operations and retail sales financing operations are incorporated herein by
reference to page 35 of the Registrant's 1997 Annual Report to Shareholders.
Employees
At September 30, 1997, the Registrant employed 7,078 persons, of which
2,630 were engaged in sales and service, 3,687 in manufacturing, 433 in consumer
finance, and 328 in executive, administrative and clerical positions.
ITEM 2 - PROPERTIES
Offices
The Registrant owns its executive office space in Greensboro, North
Carolina. 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. The Registrant leases
office space in Texas and Arizona.
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Manufacturing Facilities
The location and ownership of the Registrant's production facilities
are as follows:
Owned/
Location Leased
-------- ------
Richfield, North Carolina (2 plants) Owned
Rockwell, North Carolina (2 plants) Owned
Pinebluff, North Carolina Owned
Moultrie, Georgia (5 plants) Owned
Hillsboro, Texas (2 plants) 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 200,000 square feet.
The land and buildings at these facilities were subject to mortgages
with an aggregate balance of $8,243,000 at September 30, 1997.
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 seventeen plants
have the capacity to produce approximately 45,625 floors annually, depending on
product mix, including a new Georgia plant that opened in September 1997 which
has an expected annual capacity of 3,750 floors. During fiscal 1997, the
Registrant manufactured 40,362 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 300 sales centers at
September 30, 1997 located in 28 states distributed as follows: North Carolina
(60), Texas (56), South Carolina (21), Tennessee (18), Alabama (16), Virginia
(16), Georgia (14), Kentucky (12), Washington (11), Florida (10), Mississippi
(9), Arizona (8), New Mexico (7), Arkansas (6), Missouri (5), Idaho (4),
Louisiana (4), Colorado (3), Delaware (3), Oregon (3), West Virginia (3),
California (2), Kansas (2), Oklahoma (2), Utah (2), Indiana (1), Ohio (1), and
Nevada (1).
Twenty-six 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, 1997 for the leased sales centers totaled
approximately $8,405,000.
Manufactured Housing Communities
The Registrant has under development a manufactured housing subdivision
at Hendersonville, North Carolina. The Registrant also owns property in
Pinehurst, North Carolina on which it intended to develop a manufactured housing
subdivision. The Registrant intends to offer the property for sale.
The Registrant also owns a 50% interest in a recreational vehicle
campground and adjoining undeveloped land located in Deltaville, Virginia. At
September 30, 1997, this property was subject to a mortgage with a total balance
of $822,000.
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.
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 Substitute Annual Meeting of Shareholders to be held February 11, 1998.
Information as to the executive officers of the Registrant who are not directors
or nominees is as follows:
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Name Age Information About Officer
- ----- --- --------------------------
Lisa K. Carter 31 Vice President and Controller since 1997; Assistant
Controller 1994-1997; Audit Manager, Price Waterhouse,
LLP 1994; Audit Senior, Price Waterhouse, LLP 1991-1994
William G. Edwards 53 Executive Vice President - Housing Operations since
1997; Executive Vice President - Manufacturing 1996 -
1997; Senior Vice President - Eastern Manufacturing
1995-96; President and Chief Executive Officer of
Destiny Industries, Inc. (manufactured home
manufacturer) 1978-1995.
Douglas R. Muir 43 Senior Vice President and Secretary since 1994;
Treasurer since 1993; Partner, Price Waterhouse, LLP
1988-1993.
Jeffrey D. Mick 45 Senior Vice President since 1994; Controller
1992-1997.
Robert E. Smith 52 Executive Vice President - Finance and Chief Operating
Officer of Oakwood Acceptance Corporation since 1997;
Senior Vice President of the Registrant February 1997
to September 1997; Partner, Price Waterhouse, LLP
1984-1997.
Myles E. Standish 43 Senior Vice President and General Counsel since 1995;
Partner, Kennedy Covington Lobdell & Hickman, L.L.P.,
Attorneys at Law 1987-1995.
J. Michael Stidham 44 Executive Vice President - Retail and Chief Operating
Officer of Oakwood Mobile 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.
14
Larry M. Walker 42 Executive Vice President - Manufacturing and Chief
Operating Officer of Homes by Oakwood, Inc. since
1997; Senior Vice President - Manufacturing 1997;
Senior Vice President of Quality and Service 1996;
Senior Vice President - Manufacturing Eastern Region
1993-95; Vice President - Manufacturing 1992.
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 19 to 36 of the
Registrant's 1997 Annual Report to Shareholders and to the sections captioned
"Securities Exchange Listing" and "Shareholders" on the inside back cover page
of the Registrant's 1997 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, 1997 on page 1 of the Registrant's 1997
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, Certain Relationships and Related Transactions, Compensation
Committee Report, 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 Substitute Annual Meeting of Shareholders to be held
February 11, 1998 and to the separate item in Part I of this Report captioned
Executive Officers of the Registrant.
15
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 (filed herewith)
* 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
16
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 Annual Report on Form 10-K for the
fiscal year ended September 30, 1992)
* 10.15 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)
17
* 10.16 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)
* 10.17 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)
* 10.18 Form of First Amendment to Employment Agreement
between the Registrant and Nicholas
J. St. George (Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
December 31, 1993)
* 10.19 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)
* 10.20. 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)
* 10.21 Form of Executive Retirement Benefit Agreement
between the Registrant and each of
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)
* 10.22 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)
* 10.23 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)
* 10.24 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)
18
* 10.25 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)
* 10.26 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)
* 10.27 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)
* 10.28 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)
* 10.29 Form of Second Amendment to Employment Agreement
between the Registrant and Nicholas J. St. George
(Exhibit 10.32 to the Registrant's Annual Report
on Form 10-K for the year ended September 30, 1996)
* 10.30 Employment Agreement between the Registrant and C.
Michael Kilbourne (Exhibit 10.33 to the
Registrant's Annual Report on Form 10-K for the
year ended September 30, 1996)
* 10.31 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 December 31, 1996)
11 Calculation of Earnings Per Share (filed herewith)
13 The Registrant's 1997 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)
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
19
- -------------
* 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.
20
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 Assistant Secretary
Dated: December 29, 1997
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 29, 1997
- ------------------------------------ and Chief Executive
Nicholas J. St. George Officer (Principal
Executive Officer)
/s/ C. Michael Kilbourne Director and Executive December 29, 1997
- ------------------------------------ Vice President, Chief
C. Michael Kilbourne Financial Officer and
Assistant Secretary
(Principal Financial
Officer)
/s/ Dennis I. Meyer Director December 29, 1997
- ------------------------------------
Dennis I. Meyer
/s/ Kermit G. Phillips, II Director December 29, 1997
- ------------------------------------
Kermit G. Phillips, II
/s/ Roger W. Schipke Director December 29, 1997
- ------------------------------------
Roger W. Schipke
21
/s/ Sabin C. Streeter Director December 29, 1997
- ------------------------------------
Sabin C. Streeter
/s/ Francis T. Vincent, Jr. Director December 29, 1997
- ------------------------------------
Francis T. Vincent, Jr.
/s/ Clarence W. Walker Director December 29, 1997
- ------------------------------------
Clarence W. Walker
/s/ H. Michael Weaver Director December 29, 1997
- ------------------------------------
H. Michael Weaver
/s/ Douglas R. Muir Senior Vice President, December 29, 1997
- ------------------------------------ Treasurer and
Douglas R. Muir Secretary (Principal
Accounting Officer)
/s/ Lanty L. Smith Director December 29, 1997
- ------------------------------------
Lanty L. Smith
22
OAKWOOD HOMES CORPORATION
INDEX TO FINANCIAL STATEMENT SCHEDULES
The financial statements, together with the report thereon of Price
Waterhouse LLP dated November 3, 1997, appearing on pages 19 to 36 of the
accompanying 1997 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 1997
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
Supplementary information to notes to
consolidated financial statements F-1
23
OAKWOOD HOMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTARY INFORMATION TO NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
The components of inventories are as follows:
September 30,
1997 1996 1995
---- ---- ----
New manufactured homes $180,813,000 $130,443,000 $ 131,632,000
Used manufactured homes 5,954,000 6,462,000 4,825,000
Homes in progress 2,948,000 2,410,000 2,220,000
Land/homes under
development 3,859,000 4,820,000 2,042,000
Raw materials and supplies 14,724,000 11,755,000 10,471,000
---------- ---------- ----------
$208,298,000 $155,890,000 $ 151,190,000
=========== =========== ===========
F-1
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, 1997 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
(filed herewith)
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 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
Annual Report on Form 10-K for the fiscal year ended September 30, 1992)
10.15 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)
10.16 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)
10.17 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)
10.18 Form of First Amendment to Employment Agreement between the Registrant and
Nicholas J. St. George (Exhibit 10.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1993)
10.19 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. 20 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)
10.21 Form of Executive Retirement Benefit
Agreement between the Registrant and each of
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)
10.22 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)
10.23 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)
10.24 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)
10.25 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)
10.26 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)
10.27 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)
10.28 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)
10.29 Form of Second Amendment to Employment Agreement between the Registrant and
each of Nicholas J. St. George (Exhibit 10.32 to the Registrant's Annual
Report on Form 10-K for the year ended September 30, 1996)
10.30 Employment Agreement between the Registrant and C. Michael Kilbourne (Exhibit
10.33 to the Registrant's Annual Report on Form 10-K for the year ended
September 30, 1996)
10.31 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
December 31, 1996)
11 Calculation of Earnings Per Share (filed herewith)
13 The Registrant's 1997 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)
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