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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, 1998
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) (Zip Code)
Company'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
$.50 Per Share New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Company: (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 Company
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 Company's $.50 par value
Common Stock, its only outstanding class of voting stock, held by non-affiliates
as of December 11, 1998 was $617,167,198.
The number of issued and outstanding shares of the Company's $.50 par
value Common Stock, its only outstanding class of common stock, as of December
11, 1998 was 47,074,357 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 the
fiscal year ended September 30, 1998 Parts I and II
Proxy Statement for Annual Meeting of
Shareholders to be held February 3, 1999 Part III
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 Company'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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PART I
ITEM 1. BUSINESS.
Oakwood Homes Corporation, a North Carolina corporation (the
"Company"), which was founded in 1946, designs, manufactures and markets
manufactured and modular homes and finances the majority of its sales. The
Company operates seven manufacturing plants in Texas, five in North Carolina,
five in Georgia, four in Indiana, two in each of Arizona, Oregon and
Pennsylvania, and one in each of California, Colorado, Kansas, Minnesota and
Tennessee. The Company's manufactured homes are sold at retail through 359
Company owned and operated sales centers located primarily in the southeastern
and southwestern United States and to approximately 713 independent retailers
located throughout the United States. The Company writes insurance for customers
choosing to purchase insurance and reinsures the risk on the insurance it
writes.
On April 1, 1998, the Company acquired Schult Homes Corporation
("Schult") for a purchase price of approximately $101.1 million in cash. Prior
to its acquisition by the Company, Schult was the eighth largest manufacturer of
manufactured homes in the United States.
Manufactured Homes
The Company 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, stereo systems, wet bar, vaulted
ceilings, skylights, hardwood cabinetry and energy conservation items. The homes
manufactured by the Company are sold under the registered trademarks "Oakwood,"
"Freedom," "Golden West," "Villa West," "Peachtree," "Schult," "Crest Homes" and
"Marlette" and the trade names "Victory," "Country Estate," "Bradbury,"
"Winterhaven," "Golden Villa," "First Place," "Omni," "Hyatt," "Command,"
"Destiny," "Sunrise Dream Home," "Family Dream Home," "Home Theater Dream Home"
and "The Entertainer."
The Company's manufactured homes are constructed and furnished at the
Company's manufacturing facilities and transported on wheels to the homesite.
The Company's manufactured homes are sometimes occupied as permanent residences
but can be transported on wheels to new homesites. The Company's homes are
defined as "manufactured homes" under the United States Code, and formerly were
defined as "mobile homes."
The Company manufactures 14-foot and 16-foot wide single-section
homes and multi-section homes consisting of two floors that are joined at the
homesite and are 24 or 28 feet wide. The Company also manufactures a limited
number of multi-section homes consisting of three or four floors. The Company's
homes range from 40 feet to 80 feet in length. The Company's single-section
homes are sometimes placed on rental lots in communities of similarly
constructed homes.
The Company manufactures homes at thirty-two plants located in Ennis,
Gainsville, Hillsboro (2), Killeen and Navasota (2), Texas; Richfield (2),
Rockwell (2) and Pine Bluff, North Carolina; Moultrie, Georgia (5); Etna Green
(2) and Middlebury (2), Indiana; Buckeye, Arizona (2); Albany and Hermiston,
3
Oregon; Lewistown and Milton, Pennsylvania; Perris, California; Fort Morgan,
Colorado; Plainville, Kansas; Redwood Falls, Minnesota; and Pulaksi, Tennessee.
The Company 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 Company 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 Company 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 Company furnishes to each purchaser of a new home manufactured by
the Company 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.
Modular and Containerized Homes
In addition to traditional manufactured homes, the Company also
manufactures modular homes which are built in accordance with state or local
building codes and therefore are similar in specifications and design to
site-built homes. The Company's modular homes range in size from 960 square feet
to 3,355 square feet and include a variety of single story ranch homes, one and
a half story homes, two story homes, townhouses and duplex units, all of which
can include attached garages built at the site by others.
The Company is currently designing and developing a modular home
capable of being shipped in a standard sized shipping container. The Company has
a facility in Richfield, North Carolina that produces these homes. This facility
is also capable of being used in connection with the Company's manufactured
housing operations. The Company has applied for patent protection with respect
to this product.
Sales
At September 30, 1998, the Company sold manufactured homes through
359 Company owned and operated sales centers located in 28 states primarily in
the southeastern and southwestern United States. See "Properties - Manufactured
Home Sales Centers." The Company opened 62 new sales centers and closed three
sales centers in fiscal 1998. Each of the Company's sales centers is assigned
Company-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.
The Company operates its sales centers under the names Oakwood(R)
Mobile Homes, Freedom Homes(R), Victory Homes, Schult(R) Homes and Golden West
Homes(R). At its sales centers, the Company sells homes manufactured by it as
well as by other manufacturers. During fiscal 1998, approximately 96% of the
Company's retail dollar sales of new homes were homes manufactured by the
Company and 4% represented sales of new homes manufactured by others. The
Company has not had difficulty purchasing homes from independent manufacturers
and believes an adequate supply of such homes is available to meet its needs.
4
The Company also sells used homes acquired in trade-ins. At September
30, 1998, the Company's inventory of used homes was 1,385 homes as compared to
1,018 homes at September 30, 1997. Used homes in inventory do not include
repossessed units.
The Company also sells its homes to approximately 713 independent
retailers located throughout the United States. Sales to independent retail
dealers accounted for approximately 19% of the Company's total dollar volume of
sales in fiscal 1998 as compared to 10% in fiscal 1997. This increase resulted
from the Company's April 1, 1998 acquisition of Schult, which traditionally sold
all of its manufactured homes through independent dealers. The Company
anticipates that as it continues to establish sales centers to sell the homes
manufactured at the plants acquired in the Schult acquisition, the percentage of
sales made through independent retailers will decline. The Company does however
intend to continue to sell manufactured homes to key and exclusive independent
dealers. The Company currently sells all modular homes to independent dealers
and has no current plans to establish its own modular home distribution network.
During recent years, the Company has placed increased emphasis on the
sale of multi-section homes. In fiscal 1998, the Company's retail sales of new
multi-section homes were represented 52% of the total number of new homes sold
at retail, as compared to 47% in fiscal 1997.
The retail sales price for new single section homes sold by the
Company in fiscal 1998 generally ranged from $15,000 to $62,000 with a mean
sales price of approximately $31,400. The retail sales price of multi-section
homes sold by the Company in fiscal 1998 generally ranged from $25,000 to
$135,000, with a mean sales price of approximately $53,300.
The Company'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 Company are sold directly to retail
customers, the Company's backlog of orders is not material.
Company Retail Sales Financing
A significant factor affecting sales of manufactured homes is the
availability and terms of financing. Approximately 87% of the Company's retail
unit sales in fiscal 1998 were financed by installment sale contracts or loans
arranged by the Company, each of which provided for monthly payments generally
over a period of seven to 30 years. In fiscal 1998, of the aggregate loan
originations relating to retail unit sales and dispositions of repossessed
homes, 94% were installment sales or loans financed and warehoused by the
Company for investment or later sale and 6% were installment sales or loans
financed by others without recourse to the Company. The remaining 13% of retail
unit sales were paid for with cash. At September 30, 1998, the Company held
installment sale contracts or loans with a principal balance of approximately
$414.7 million and serviced an additional $3.158 billion 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 Company are pledged to financial institutions as
collateral for loans to the Company.
The Company is responsible for the processing of credit applications
with respect to customers seeking financing. The Company uses a credit scoring
system, updated in fiscal 1998, to improve 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
Company will consider
5
underwriting a contract. This system allows the Company the ability to
standardize the process by which it decides whether to extend credit to a
customer.
The Company retains a security interest in all homes it finances. In
certain circumstances, the Company also obtains a security interest in the real
property on which a home is located.
The Company is responsible for all collection and servicing
activities with respect to installment sale contracts it owns, as well as with
respect to certain contracts that the Company originated and sold. The Company
receives servicing fees with respect to installment sale contracts that it has
sold but continues to service.
The Company's ability to finance installment sale contracts is
dependent on the availability of funds to the Company. The Company obtains funds
to finance installment sale contracts primarily through sales of real estate
mortgage investment conduit ("REMIC") trust certificates to institutional
investors. During fiscal 1998, the Company sold $1.046 billion of REMIC
securities. The Company generally has no credit exposure with respect to
securitized contracts except (i) with respect to breaches of representations and
warranties, (ii) to the extent of any retained interests in a REMIC, (iii) with
respect to required servicer advances, (iv) with respect to the servicing fee
(which is subordinated) and (v) with respect to any REMIC security the Company
has guaranteed.
The Company also obtains financing from loans insured by the Federal
Housing Administration ("FHA"). These installment sale contracts are permanently
funded primarily through the Government National Mortgage Association ("GNMA")
pass-through program, under which the Company issues obligations guaranteed by
GNMA. During fiscal 1998, the Company issued approximately $2 million in
obligations guaranteed by GNMA. FHA insurance minimizes the Company's exposure
to losses on these credit sales.
The Company 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 Company sold a significant number of installment
sale contracts to unrelated financial institutions with full recourse to the
Company in the event of default by the buyer. The Company receives endorsement
fees from financial institutions for installment sale contracts it has placed
with them on such a basis. Such fees totaled $380,000 in fiscal 1998. The
Company's contingent liability on installment sale contracts sold with full and
limited recourse was approximately $42 million at September 30, 1998.
Independent Dealer Retail Sales Financing
The Company provides permanent financing for homes sold by certain
independent dealers that sell Company manufactured homes. During fiscal 1998,
the Company financed approximately $13 million of the retail sales of these
independent dealers.
During the fourth quarter of fiscal 1996, the Company and Deutsche
Financial Services Corporation ("DFS"), a subsidiary of Deutsche Bank, N.A.,
formed Deutsche Financial Capital Limited Liability Company to provide
retail sales financing for other independent dealers. DFS is a large wholesale
6
financing source for manufactured housing inventory purchased by independent
dealers. The Company and DFS are equal owners of the joint venture. During
fiscal 1998, however, the Company and DFS agreed that the join venture would be
terminated, and DFS would continue the venture's business for its own account.
The joint venture substantially ceased operations in September 1998, except for
certain activities in connection with the winding down of its affairs.
The Company 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 1998, the Company purchased no such
portfolios or servicing rights.
Delinquency and Repossession
In the event an installment sale contract or loan becomes delinquent,
the Company, 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
Company, as owner or servicer, generally repossesses the home after payments
have become 60 to 90 days delinquent if the Company is not able to work out a
satisfactory arrangement with the customer. After repossession, the Company
generally transports the home to a Company owned and operated sales center where
the Company attempts to resell the home or contracts with an independent party
to remarket the home. The Company also sells repossessed homes at wholesale.
In an effort to minimize repossessions on contracts sold with full
recourse, the Company monitors the servicing and collection efforts of many of
the financial institutions to which the Company has sold installment sale
contracts with full recourse. In addition, the Company 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 Company is paid a fee by the
financial institutions for performing this service.
The Company maintains a reserve for estimated credit losses on
installment sale contracts and loans owned by the Company or sold to third
parties with full or limited recourse. The Company provides for losses on credit
sales in amounts necessary to maintain the reserves at levels the Company
believes are sufficient to provide for future losses based on the Company's
historical loss experience, current economic conditions and portfolio
performance measures. For fiscal 1998, 1997 and 1996, as a result of expenses
incurred due to defaults and repossessions, $3,491,000, $3,984,000 and
$4,534,000, respectively, was charged to the reserve for losses on credit sales.
The Company's reserve for losses on credit sales at September 30, 1998 was
$2,067,000, as compared to $4,277,000 at September 30, 1997 and $8,261,000 at
September 30, 1996.
In fiscal 1998, 1997 and 1996, the Company repossessed 4,941, 3,879
and 2,858 homes, respectively. The Company's inventory of repossessed homes was
1,135 homes at September 30, 1998 as compared to 962 homes at September 30, 1997
and 642 homes at September 30, 1996. The estimated net realizable value of
repossessed homes in inventory at September 30, 1998 was approximately $35
million.
The net losses resulting from repossessions on Company originated
loans as a percentage of the average principal amount of such loans outstanding
for fiscal 1998, 1997 and 1996 was 1.52%, 1.30%, and 1.01%.
7
At September 30, 1998 and September 30, 1997, delinquent installment
sale contracts and loans expressed as a percentage of the total number of
installment sale contracts and loans that the Company (a) services or (b) has
sold with full recourse and that are serviced by others were as follows:
Total Number
Of Contracts Delinquency Percentage
and Loans September 30, 1998
------------------------ ------------------------------------------------------------------------
30 days 60 days 90 days Total
------- ------- ------- -----
Company-serviced contracts
and loans............. 114,169(1) 2.1% 0.8% 1.2% 4.1%
Contracts and loans sold with
full recourse and
serviced by others.... 2,982 2.0% 0.7% 0.7% 3.4%
Total Number
Of Contracts Delinquency Percentage
and Loans September 30, 1997
------------------------ ------------------------------------------------------------------------
30 days 60 days 90 days Total
------- ------- ------- -----
Company-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%
- ------------------
(1) Excludes certain contracts and loans originated in September of each
year that were being processed at year end and not entered into the
loan servicing system until October of such year.
At September 30, 1998 and September 30, 1997, delinquent installment
sale contracts and loans expressed as a percentage of the total outstanding
principal balance of installment sale contracts and loans that the Company (a)
services or (b) has sold with full recourse and that are serviced by others were
as follows:
8
Total Value Delinquency Percentage
of Contracts September 30, 1998
------------------------- ------------------------------------------------------------------------
30 days 60 days 90 days Total
------- ------- ------- -----
Company-serviced contracts
and loans............. $3,531,522,000(1) 1.9% 0.7% 1.1% 3.7%
Contracts and loans sold with
full recourse and
serviced by others.... $22,000,000 2.3% 0.9% 0.8% 4.0%
Total Value Delinquency Percentage
of Contracts September 30, 1997
------------------------- ------------------------------------------------------------------------
30 days 60 days 90 days Total
------- ------- ------- -----
Company-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%
- ------------------
(1) Excludes certain contracts and loans originated in September of each
year that were being processed at year end and not entered into the
loan servicing system until October of such year.
Independent Retailer Repurchase Obligations
Substantially all of the independent retailers who purchase homes
from the Company 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 generally requires the Company to enter into a repurchase agreement
with the financial institution under which the Company is obligated, upon
default by the retailer, to repurchase its homes. Under the terms of such
repurchase agreements, the Company agrees to repurchase homes at declining
prices over the period of the agreement. At September 30, 1998, the Company
estimates that its contingent liability under these repurchase agreements was
approximately $150 million. The Company's losses under these arrangements have
not been significant.
9
Insurance
On June 1, 1997, the Company ceased acting as an agent for certain
insurance companies with respect to homeowners insurance, credit life insurance
and service contracts written for its customers, and entered the reinsurance
business directly through its own captive reinsurer. This shift in activities
enables the Company to participate more fully in what management believes to be
the profitable income streams associated with the property and casualty
insurance and service contract business than was possible under the
commission-based insurance agency arrangement which preceded its formation. As
an insurance underwriter, the Company recognizes insurance premium revenues over
the life of the related policies as a component of financial services income,
with the associated claims expenses reflected in financial services operating
expenses. Previously, insurance commission revenue was reported upon the sale of
the policies by Oakwood's retail operations, and was included in other income.
Due to this fundamental change in the Company's insurance business, earnings
from insurance operations are now spread over the lives of the policies rather
than being recognized in full when the policies were sold. Because reinsurance
claims costs are recorded as insured events occur, underwriting reinsurance risk
may increase the volatility of the Company's earnings, particularly with respect
to property and casualty reinsurance. The Company has purchased catastrophe
reinsurance to reduce its underwriting exposure to natural disasters. Prior to
June 1, 1997, insurance revenues primarily related to the Company's credit life
insurance underwriting business which the Company has operated for many years
and which was combined with the Company's property and casualty reinsurance
business on October 1, 1997.
Manufactured Housing Communities
The Company has under development a manufactured housing subdivision
in Hendersonville, North Carolina. The Company 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
Company sold in fiscal 1998. The Company intends to attempt to sell its
remaining interests in the Pinehurst subdivision. The Company does not intend to
commit any material resources to the land development business in the future,
but may become involved in land development or lot purchases from time to time
to facilitate retail sales.
The Company also owns a 50% interest in a recreational vehicle
campground and adjoining undeveloped land located in 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
Company conducts retail and financing operations. Several of these financing
sources are larger than the Company and have greater financial resources. There
are numerous firms producing manufactured homes in the Company's market area,
many of which are in direct competition with the Company. Several of these
manufacturers, which sell the majority of their homes through independent
dealers, are larger than the Company and have greater financial resources.
The Company believes that its vertical integration gives it a
competitive advantage over many of its competitors. However, a number of the
Company's manufacturing competitors are establishing their own
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retail distribution systems. To the extent such competitors successfully enter
the retail market, the Company could face increased competition at that level.
The Company 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
Company. 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's 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 Company is subject to
various state insurance laws and regulations which govern allowable charges and
other insurance practices.
The Company is also subject to the provisions of the Fair Debt
Collection Practices Act, which regulates the manner in which the Company
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 Company's
warranties are also subject to state laws and regulations.
The Company's manufacture of homes generally 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 Company's modular homes are subject to
state and local building codes.
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
11
than normal speed limits and various other requirements. Manufactured homes are
also subject to local zoning and housing regulations.
The Company's operations are subject to a variety of other statutes
and regulations.
Financial Information About Industry Segments
Financial information for each of the three fiscal years in the
period ended September 30, 1998 with respect to the Company's manufactured home
operations and retail sales financing operations are incorporated herein by
reference to page 34 of the Company's 1998 Annual Report to Shareholders.
Employees
At September 30, 1998, the Company employed 11,604 persons, of which
3,472 were engaged in sales and service, 7,185 in manufacturing, 454 in consumer
finance, and 493 in executive, administrative and clerical positions.
ITEM 2. DESCRIPTION OF PROPERTIES.
Offices
The Company owns its executive office space in Greensboro, North
Carolina. The Company 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 Company leases office space in
Texas, Arizona and Florida.
Manufacturing Facilities
The location and ownership of the Company's production facilities are
as follows:
Owned/
Location Leased
-------- ------
Ennis, Texas Owned
Gainsville, Texas Owned
Hillsboro, Texas (2 plants) Owned
Killeen, Texas Owned
Navasota, Texas (2 plants) Owned
Richfield, North Carolina (2 plants) Owned
Rockwell, North Carolina (2 plants) Owned
Pinebluff, North Carolina Owned
Moultrie, Georgia (5 plants) Owned
Etna, Green, Indiana (2 plants) Owned
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Middlebury, Indiana (2 plants) Owned
Buckeye, Arizona (2 plants) Owned
Albany, Oregon Leased/Owned
Hermiston, Oregon Owned
Lewiston, Pennsylvania Owned
Milton, Pennsylvania Owned
Perris, California Owned
Fort Morgan, Colorado Owned
Plainville, Kansas Owned
Redwood Falls, Minnesota Owned
Pulaski, Tennessee Leased
These facilities are located on tracts of land generally ranging from
10 to 50 acres. The production area in these facilities ranges from
approximately 50,000 to 250,000 square feet.
In addition, the Company owns a 112,000 square foot warehouse in
Elkhart, Indiana as well as two idle manufacturing facilities. The Company's
idle facility in Ellaville, Georgia is for sale. The Company's idle facility in
Elkton, Maryland is currently used only as a sales and service office.
The land and buildings at all of the facilities owned by the Company
were subject to mortgages with an aggregate balance of $9,327,000 at September
30, 1998.
The Company's manufacturing facilities are generally one story metal
prefabricated structures. The Company believes its facilities are in good
condition.
Based on the Company's normal manufacturing schedule of one shift per
day for a five-day week, the Company believes that its operating manufacturing
plants have the capacity to produce approximately 78,825 floors annually,
depending on product mix. This capacity includes two new Texas facilities,
opened in September 1998 and October 1998, having a combined expected capacity
of 3,500 floors. During fiscal 1998, the Company manufactured 56,188 floors at
its plants (which includes Schult production after its April 1, 1998 acquisition
date).
Manufactured Home Sales Centers
The Company'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 Company operated 359 sales centers at September
30, 1998 located in 28 states distributed as follows: North Carolina (64), Texas
(63), South Carolina (24), Georgia (20), Tennessee (19), Virginia (17) Alabama
(16), Arizona (12), Kentucky (12), Ohio (12), Washington (12), Florida (11),
Mississippi (11), New Mexico (11), Louisiana (7), Oregon (7),
13
Arkansas (6), Idaho (6), Missouri (5), Nevada (4), West Virginia (4), Colorado
(3), Delaware (3), Oklahoma (3), California (2), Kansas (2), Utah (2) and
Indiana (1).
Twenty-eight sales centers are on property owned by the Company and
the other locations are leased by the Company for a specified term of from one
to ten years or on a month-to-month basis. Rents paid by the Company during the
year ended September 30, 1998 for the leased sales centers totaled approximately
$11,447,000.
Manufactured Housing Communities
The Company has under development a manufactured housing subdivision
in Hendersonville, North Carolina. The Company also owns property in Pinehurst,
North Carolina on which it intended to develop a manufactured housing
subdivision. The Company intends to offer the property for sale.
The Company also owns a 50% interest in a recreational vehicle
campground and adjoining undeveloped land located in Deltaville, Virginia. At
September 30, 1998, this property was subject to a mortgage with a total balance
of $720,000.
ITEM 3. LEGAL PROCEEDINGS.
In November 1998, four shareholder suits were filed against the
Company and certain of its directors and officers, three in the United States
District Court for the Middle District of North Carolina and one in the United
States District Court in Little Rock, Arkansas. These lawsuits generally allege
that certain of the Company's financial statements were false and misleading and
that certain other disclosures were inaccurate. One of the lawsuits also alleges
that certain officers of the Company traded in the Company's common stock with
knowledge of the misleading financial statements and disclosures. Responsive
pleadings are not yet due in any of these lawsuits. The Company intends to
defend these lawsuits vigorously.
The Company is a defendant in a number of other lawsuits that 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 COMPANY.
Information as to executive officers of the Company who are directors
and nominees of the Company is incorporated herein by reference to the section
captioned "Election of Directors" of the Company's Proxy Statement for the
Annual Meeting of Shareholders to be held February 3, 1999. Information as to
the executive officers of the Company who are not directors or nominees is as
follows:
14
Name Age Information About Officer
- ---- --- -------------------------
Lisa K. Carter 32 Vice President and Controller since 1997;
Assistant Controller from 1994 to 1997;
Audit Manager, Price Waterhouse, LLP
1994; Audit Senior, Price Waterhouse, LLP
from 1991 to 1994.
Douglas R. Muir 44 Senior Vice President and Secretary since
1994; Treasurer since 1993; Partner,
Price Waterhouse, LLP from 1988 to 1993.
Robert A. Smith 53 Executive Vice President and Chief
Financial Officer since October 1998;
Executive Vice President - Finance and
Chief Operating Officer of Oakwood
Acceptance Corporation (the Company's
finance subsidiary) from September 1997
to October 1998; Senior Vice President of
the Company from February 1997 to
September 1997; Partner, Price
Waterhouse, LLP from 1984 to 1997.
Myles E. Standish 44 Executive Vice President - Chief
Administrative Officer since November
1998; General Counsel since 1995; Senior
Vice President from 1995 to 1998;
Partner, Kennedy Covington Lobdell &
Hickman, L.L.P., Attorneys at Law, from
1987 to 1995.
J. Michael Stidham 45 Executive Vice President - Retail and
Chief Operating Officer of Oakwood Mobile
Homes, Inc. (the Company's retail sales
subsidiary) since 1994; Vice President
and Chief Operating Officer of Oakwood
Mobile Home, Inc. from 1992 to 1994.
Larry M. Walker 43 Executive Vice President - Manufacturing
and Chief Operating Officer of Homes by
Oakwood, Inc. (the Company's primary
manufacturing subsidiary) since 1997;
Senior Vice President Manufacturing of
the Company 1997; Senior Vice President
Quality and Service 1996; Senior Vice
President -Manufacturing Eastern Region
1993-95.
15
Name Age Information About Officer
- ---- --- -------------------------
Suzanne H. Wood 38 Vice President - Investor Relations and
Financial Risk Management of the Company
since November 1998; Vice President and
Chief Financial Officer of Tultex
Corporation (a manufacturer, marketer and
distributor of activewear) from February
1996 to November 1998; Controller of
Tultex Corporation from 1993 to February
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, 7, 7A and 8 are incorporated herein by reference to pages 13
to 36 of the Company's 1998 Annual Report to Shareholders and to the sections
captioned "Securities Exchange Listing" and "Shareholders" on the inside back
cover page of the Company's 1998 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--Basic and Diluted,"
"Total assets," "Notes and bonds payable" and "Cash dividends per common share"
for the five fiscal years ended September 30, 1998 on page 1 of the Company's
1998 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 Common Stock and Holdings of Management,"
"Election of Directors," "Certain Relationships and Related Transactions,"
"Compensation Committee Report," "Executive Compensation," "Director
Compensation," "Employment Contracts, Termination of Employment and Change of
Control Arrangements" and "Section 16(a) Beneficial Ownership Reporting
Compliance" of the Company's Proxy Statement for the Annual Meeting of
Shareholders to be held February 3, 1999 and to the separate item in Part I of
this Annual Report on Form 10-K captioned "Executive Officers of the Company."
16
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND
EXHIBITS.
List the following documents filed as part of this report:
1. Financial Statements.
The following financial statements of the Company
are included as part of Exhibit 13 hereof:
Report of PricewaterhouseCoopers LLP
Consolidated Statements of Income for the Years
ended September 30, 1998, 1997 and 1996
Consolidated Balance Sheets as of September 30,
1998 and 1997
Consolidated Statements of Cash Flows for the
Years ended September 30, 1998, 1997 and 1996
Consolidated Statement of Changes in
Shareholders' Equity for the Years ended
September 30, 1998, 1997 and 1996
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
See the accompanying Index to Financial Statement
Schedules
3. Exhibits
3.1 Restated Charter of the Company dated
January 25, 1984 (Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the fiscal year
ended September 30, 1984)
3.2 Amendment to Restated Charter of the Company
dated February 18, 1988 (Exhibit 3 to the
Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1988)
3.3 Amendment to Restated Charter of the Company
dated April 23, 1992 (Exhibit 3.3 to the
Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1992)
17
3.4 Amended and Restated Bylaws of the Company
adopted February 1, 1995 (Exhibit 3.2 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1994)
4.1 Shareholder Protection Rights Agreement between
the Company and Wachovia Bank of North
Carolina, N.A., as Rights Agent (Exhibit 4.1 to
the Company'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 Oakwood Homes Corporation 1985 Non-Qualified
Stock Option Plan (Exhibit 10.1 to the
Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1985)
* 10.2 Oakwood Homes Corporation 1986 Nonqualified
Stock Option Plan for Non-Employee Directors
(Exhibit 10.1 to the Company's Annual Report on
Form 10-K for the fiscal year ended September
30, 1986)
* 10.3 Oakwood Homes Corporation 1981 Incentive Stock
Option Plan, as amended and restated (Exhibit
10.1 to the Company's Annual Report on Form
10-K for the fiscal year ended September 30,
1987)
* 10. 4 Form of Employment Agreement (Exhibit 10.4 to
the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 1990)
* 10. 5 Schedule identifying omitted Employment
Agreements which are substantially identical to
the Form of Employment Agreement described in
Exhibit 10.4 (Exhibit 10.5 to the Company's
Annual Report on Form 10-K for the fiscal year
ended September 30, 1990)
* 10.6 Oakwood Homes Corporation 1990 Director Stock
Option Plan (Exhibit 10.24 to the Company's
Registration Statement on Form S-2 filed on
April 13, 1991)
* 10.7 Amended and Restated Executive Retirement
Benefit Employment Agreement between the
Company and Nicholas J. St. George (Exhibit
10.21 to the Company's Annual Report on Form
10-K for the fiscal year ended September 30,
1992)
* 10.8 Amended and Restated Executive Disability
Benefit Agreement between the Company and
Nicholas J. St. George (Exhibit 10.22 to the
Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1992)
* 10.9 Form of First Amendment to Employment Agreement
between the Company and Nicholas J. St. George
(Exhibit 10.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended December 31,
1993)
18
* 10.10 First Amendment to Amended and Restated
Executive Retirement Benefit Employment
Agreement between the Company and Nicholas J.
St. George (Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the quarter
ended December 31, 1993)
* 10.11 First Amendment to Amended and Restated
Executive Disability Benefit Agreement between
the Company and Nicholas J. St. George (Exhibit
10.5 to the Company's Quarterly Report on Form
10-Q for the quarter ended December 31, 1993)
* 10.12 Form of Executive Retirement Benefit Employment
Agreement between the Company and each of J.
Michael Stidham and Larry M. Walker (Exhibit
10.7 to the Company's Quarterly Report on Form
10-Q for the quarter ended December 31, 1993)
* 10.13 Schedule identifying omitted Executive
Retirement Benefit Employment Agreements which
are substantially identical to the Form of
Executive Retirement Benefit Agreement
described in Exhibit 10.12 and payment
schedules under Executive Retirement Benefit
Employment Agreements (Exhibit 10.8 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1993)
* 10.14 Oakwood Homes Corporation Executive Incentive
Compensation Plan (Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996)
* 10.15 Oakwood Homes Corporation Key Employee Stock
Plan (Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June
30, 1996)
* 10.16 Form of Second Amendment to Employment
Agreement between the Company and Nicholas J.
St. George (Exhibit 10.32 to the Company's
Annual Report on Form 10-K for the year ended
September 30, 1996)
* 10.17 Oakwood Homes Corporation 1997 Director Stock
Option Plan (Exhibit 10 to the Company's
Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998)
* 10.18 Oakwood Homes Corporation Director Deferral
Plan (filed herewith)
* 10.19 Form of Employment Agreement between the
Company and each of William G. Edwards, Robert
A. Smith, Myles E. Standish and J. Michael
Stidham (filed herewith)
* 10.20 First Amendment to Amended and Restated
Executive Retirement Benefit Employment
Agreement between the Company and J. Michael
Stidham (filed herewith)
19
13 The Company's 1998 Annual Report to
Shareholders. This Annual Report to
Shareholders is furnished for the information
of the Commission only and, except for the
parts thereof expressly incorporated by
reference in this Annual Report on Form 10-K,
is not deemed to be "filed" as a part of this
filing (filed herewith)
21 List of the Company's subsidiaries (filed
herewith)
23.1 Consent of Pricewaterhouse Coopers 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.
- -------------
* Indicates a management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Form 10-K.
(b) REPORTS ON FORM 8-K. On October 13, 1998, the Company filed
a Current Report on Form 8-K in which it reported, pursuant
to Item 5 thereof (Other Events), that it had released a
letter to its shareholders relating to various matters. No
financial statements were filed as part of such Current
Report on Form 8-K.
(c) EXHIBITS. See Item 14(a)(3).
(d) FINANCIAL STATEMENT SCHEDULES. See Item 14(a)(2).
20
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Annual Report to be
signed on its behalf by the undersigned thereunto duly authorized.
OAKWOOD HOMES CORPORATION
By: /s/ Robert A. Smith
-----------------------------
Robert A. Smith
Executive Vice President and
Chief Financial Officer
Dated: December 29, 1998
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 Company and in the capacities and on the date indicated.
Signature Capacity Date
--------- -------- ----
/s/ Nicholas J. St. George Director, Chairman and December 29, 1998
- ------------------------------------------ Chief Executive
Nicholas J. St. George Officer (Principal
Executive Officer)
/s/ William G. Edwards Director December 29, 1998
- ------------------------------------------
William G. Edwards
/s/ Dennis I. Meyer Director December 29, 1998
- ------------------------------------------
Dennis I. Meyer
/s/ Kermit G. Phillips, II Director December 29, 1998
- ------------------------------------------
Kermit G. Phillips, II
/s/ Roger W. Schipke Director December 29, 1998
- ------------------------------------------
Roger W. Schipke
/s/ Lanty L. Smith Director December 29, 1998
- ------------------------------------------
Lanty L. Smith
/s/ Sabin C. Streeter Director December 29, 1998
- ------------------------------------------
Sabin C. Streeter
/s/ Francis T. Vincent, Jr. Director December 29, 1998
- ------------------------------------------
Francis T. Vincent, Jr.
/s/ Clarence W. Walker Director December 29, 1998
- ------------------------------------------
Clarence W. Walker
/s/ H. Michael Weaver Director December 29, 1998
- ------------------------------------------
H. Michael Weaver
/s/ Robert A. Smith Executive Vice President and December 29, 1998
- ------------------------------------------ Chief Financial Officer
Robert A. Smith (Principal Financial Officer)
/s/ Lisa K. Carter Vice President and December 29, 1998
- ------------------------------------------ Controller
Lisa K. Carter (Principal Accounting Officer)
OAKWOOD HOMES CORPORATION
INDEX TO FINANCIAL STATEMENT SCHEDULES
The financial statements, together with the report thereon of
PricewaterhouseCoopers LLP dated November 2, 1998, except as to certain
information for which the date of such report is November 25, 1998, appearing on
pages 13 to 36 of the Company's 1998 Annual Report to Shareholders, are
incorporated by reference in this Annual Report on Form 10-K. With the exception
of the aforementioned information and the information incorporated in Items 1,
5, 6, 7, 7A and 8, the 1998 Annual Report to Shareholders is not deemed to be
filed as part of this report. Financial statement schedules not included in this
Annual Report on Form 10-K 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
OAKWOOD HOMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTARY INFORMATION TO NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
The components of inventories are as follows:
September 30, September 30, September 30,
1998 1997 1996
---- ---- ----
New manufactured homes $234,606,000 $180,813,000 $130,443,000
Used manufactured homes 8,261,000 5,954,000 6,462,000
Homes in progress 6,119,000 2,948,000 2,410,000
Land/homes under
development 6,417,000 3,859,000 4,820,000
Raw materials and supplies 35,949,000 14,724,000 11,755,000
----------- ---------- ----------
$291,352,000 $208,298,000 $ 155,890,000
=========== =========== ===========
F-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
EXHIBITS
ITEM 14(a)(3)
ANNUAL REPORT ON FORM 10-K
Commission
For the fiscal year ended File Number
September 30, 1998 1-7444
OAKWOOD HOMES CORPORATION
EXHIBIT INDEX
Exhibit No. Exhibit Description
- ----------- -------------------
3.1 Restated Charter of the Company dated January 25, 1984
(Exhibit 3.2 to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1984)
3.2 Amendment to Restated Charter of the Company dated
February 18, 1988 (Exhibit 3 to the Company's Annual
Report on Form 10-K for the fiscal year ended
September 30, 1988)
3.3 Amendment to Restated Charter of the Company dated
April 23, 1992 (Exhibit 3.3 to the Company's Annual
Report on Form 10-K for the fiscal year ended
September 30, 1992)
3.4 Amended and Restated Bylaws of the Company adopted
February 1, 1995 (Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
December 31, 1994)
4.1 Shareholder Protection Rights Agreement between the
Company and Wachovia Bank of North Carolina, N.A., as
Rights Agent (Exhibit 4.1 to the Company'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 Oakwood Homes Corporation 1985 Non-Qualified Stock
Option Plan (Exhibit 10.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended
September 30, 1985)
10.2 Oakwood Homes Corporation 1986 Nonqualified Stock
Option Plan for Non-Employee Directors (Exhibit 10.1
to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1986)
10.3 Oakwood Homes Corporation 1981 Incentive Stock Option
Plan, as amended and restated (Exhibit 10.1 to the
Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1987)
10.4 Form of Employment Agreement (Exhibit 10.4 to the
Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1990)
10.5 Schedule identifying omitted Employment Agreements
which are substantially identical to the Form of
Employment Agreement described in Exhibit 10.4
(Exhibit 10.5 to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1990)
10.6 Oakwood Homes Corporation 1990 Director Stock Option
Plan (Exhibit 10.24 to the Company's Registration
Statement on Form S-2 filed on April 13, 1991)
10.7 Amended and Restated Executive Retirement Benefit
Employment Agreement between the Company and Nicholas
J. St. George (Exhibit 10.21 to the Company's Annual
Report on Form 10-K for the fiscal year ended
September 30, 1992)
10.8 Amended and Restated Executive Disability Benefit
Agreement between the Company and Nicholas J. St.
George (Exhibit 10.22 to the Company's Annual Report
on Form 10-K for the fiscal year ended September 30,
1992)
10.9 Form of First Amendment to Employment Agreement
between the Company and Nicholas J. St. George
(Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1993)
10.10 First Amendment to Amended and Restated Executive
Retirement Benefit Employment Agreement between the
Company and Nicholas J. St. George (Exhibit 10.2 to
the Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1993)
10.11 First Amendment to Amended and Restated Executive
Disability Benefit Agreement between the Company and
Nicholas J. St. George (Exhibit 10.5 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
December 31, 1993)
10.12 Form of Executive Retirement Benefit Employment
Agreement between the Company and each of J. Michael
Stidham and Larry M. Walker (Exhibit 10.7 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1993)
10.13 Schedule identifying omitted Executive Retirement
Benefit Employment Agreements which are substantially
identical to the Form of Executive Retirement Benefit
Agreement described in Exhibit 10.12 and payment
schedules under Executive Retirement Benefit
Employment Agreements (Exhibit 10.8 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
December 31, 1993)
10.14 Oakwood Homes Corporation Executive Incentive
Compensation Plan (Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996)
10.15 Oakwood Homes Corporation Key Employee Stock Plan
(Exhibit 10.2 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1996)
10.16 Form of Second Amendment to Employment Agreement
between the Company and Nicholas J. St. George
(Exhibit 10.32 to the Company's Annual Report on Form
10-K for the year ended September 30, 1996)
10.17 Oakwood Homes Corporation 1997 Director Stock Option
Plan (Exhibit 10 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1998)
10.18 Oakwood Homes Corporation Director Deferral Plan
(filed herewith)
10.19 Form of Employment Agreement between the Company and
each of William G. Edwards, Robert A. Smith, Myles E.
Standish and J. Michael Stidham (filed herewith)
10.20 First Amendment to Amended and Restated Executive
Retirement Benefit Employment Agreement between the
Company and J. Michael Stidham (filed herewith)
13 The Company's 1998 Annual Report to Shareholders. This
Annual Report to Shareholders is furnished for the
information of the Commission only and, except for the
parts thereof expressly incorporated by reference in
this Annual Report on Form 10-K, is not deemed to be
"filed" as a part of this filing (filed herewith).
21 List of the Company's subsidiaries (filed herewith)
23.1 Consent of PricewaterhouseCoopers 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.