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 retail sales. The Company also provides a variety of insurance products to its customers. The Company operates five manufacturing lines in Texas, four in each of North Carolina, Georgia, Oregon and Indiana, two in each of Arizona and Pennsylvania, and one in each of California, Colorado, Kansas, Minnesota and Tennessee. The foregoing includes nine idled lines. The Company's manufactured homes are currently sold at retail through 378 Company owned and operated sales centers located primarily in the southeastern and southwestern United States and to approximately 700 independent retailers located throughout the United States. The Company sells insurance for customers choosing to purchase insurance and assumes a portion of the related underwriting risk through its captive reinsurance business.
Manufactured Homes
The Company designs and manufactures a number of models of homes. Each home contains a living room, dining area, kitchen, one, two, three or four bedrooms and one or two bathrooms, and is equipped with a hot water heater and central heating. Some 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 a range and oven, refrigerator, 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 primarily sold under the registered trademarks "Oakwood," "Freedom," "House Smart," "Golden West," "Schult," "Crest," "Marlette" and the trade name "Victory."
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 normally 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, 28 or 32 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 homes are sometimes placed on rental lots in communities of similarly constructed homes.
The Company manufactures homes at thirty lines located in Hillsboro (2), Killeen and Navasota (2), Texas; Richfield, Rockwell (2) and Pine Bluff, North Carolina; Moultrie, Georgia (4); Etna Green (2) and Middlebury (2), Indiana; Buckeye, Arizona (2); Albany (2) and Hermiston (2), Oregon; Lewistown and Milton, Pennsylvania; Perris, California; Fort Morgan, Colorado; Plainville, Kansas; Redwood Falls, Minnesota; and Pulaksi, Tennessee. The foregoing includes nine idled lines.
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 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.
Sales
At September 30, 2000, the Company sold manufactured homes through 378 Company owned and operated sales centers located in 29 states primarily in the southeastern and southwestern United States. See "Properties - Manufactured Home Sales Centers." The Company opened 11 new sales centers and closed 45 sales centers in fiscal 2000. Each of the Company's sales centers hires and trains sales personnel. Generally, each salesperson is paid a commission based on the gross margin of his or her sales and certain volume targets, and each general 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), House Smart(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, to a substantially lesser extent, by other manufacturers. During fiscal 2000, substantially all the Company's retail dollar sales of new homes were homes manufactured by the Company.
The Company also sells used homes acquired in trade-ins. At September 30, 2000, the Company's inventory of used homes was 1,211 homes as compared to 1,384 homes at September 30, 1999. Used homes in inventory do not include repossessed units.
The Company also sells its homes to approximately 700 independent retailers located throughout the United States. Sales to independent retail dealers accounted for approximately 35% of the Company's total dollar volume of sales in fiscal 2000 as compared to 31% in fiscal 1999.
During recent years, the Company has placed increased emphasis on the sale of multi-section homes. In fiscal 2000, the Company's retail sales of new multi-section homes represented 64% of the total number of new homes sold at retail, as compared to 58% in fiscal 1999.
The retail sales price for new single-section homes sold by the Company in fiscal 2000 generally ranged from $16,000 to $58,000 with a mean sales price of approximately $31,300. The retail sales price of multi-section homes sold by the Company in fiscal 2000 generally ranged from $27,000 to $136,000, with a mean sales price of approximately $55,200.
The Company's sales have traditionally been higher in the period from late spring through early fall than in the winter months. Because a majority of the homes manufactured by the Company are sold directly to retail customers, the Company does not believe its backlog of orders is material.
Company Retail Sales Financing
A significant factor affecting sales of manufactured homes is the availability and terms of financing. Approximately 80% of the Company's retail unit sales in fiscal 2000 were financed by installment sale contracts or loans arranged by the Company, each of which provided for monthly payments generally over a period of 5 to 30 years. The remaining 20% of retail unit sales were paid for with cash or financing obtained from other sources.
In fiscal 2000, 96% of the aggregate loan originations relating to retail unit sales and dispositions of repossessed homes were installment sales or loans financed and warehoused by the Company for investment or later sale and 4% were installment sales or loans financed by others without recourse to the Company. At September 30, 2000, the Company held installment sale contracts or loans with a principal balance of approximately $190 million and serviced an additional $4.412 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 owned by the Company are pledged to financial institutions as collateral for loans to the Company.
The Company processes 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 underwriting a contract. This system allows the Company a greater 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 2000, the Company sold $1.11 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 time to time 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 2000, the Company issued no 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 $140,000 in fiscal 2000. The Company's contingent liability on installment sale contracts sold with full and limited recourse was approximately $17 million at September 30, 2000.
Independent Dealer Retail Sales Financing
The Company provides permanent financing for homes sold by certain independent dealers that sell Company manufactured homes. During fiscal 2000, the Company financed approximately $121 million of the retail sales of these independent dealers.
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 2000, the Company made no significant purchases.
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.
The Company maintains a reserve for estimated credit losses on installment sale contracts held prior to securitization 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 probable losses based on the Company's historical loss experience, current economic conditions and portfolio performance measures. For fiscal 2000, 1999 and 1998, as a result of expenses incurred due to defaults and repossessions, $3,359,000, $3,678,000 and $3,491,000, respectively, was charged to the reserve for losses on credit sales. The Company's reserve
for losses on credit sales at September 30, 2000 was $3,983,000, as compared to $3,546,000 at September 30, 1999 and $2,067,000 at September 30, 1998.
In fiscal 2000, 1999 and 1998, the Company repossessed 8,666, 7,830 and 5,475 homes, respectively, including 732, 854 and 534, respectively, originated on behalf of Deutsche Financial Capital ("DFC"), a formerly 50% owned joint venture engaged in providing consumer financing to customers of independent retail dealers of manufactured housing in which the Company ceased participation during the year ended September 30, 1998. At September 30, 2000 the Company had a total of 2,603 unsold properties in repossession or foreclosure compared to 2,417 and 1,430 at September 30, 1999 and 1998, respectively. Of the total number of unsold properties in repossession or foreclosure, 301, 417 and 295 relate to loans originated on behalf of DFC at September 30, 2000, 1999 and 1998, respectively. The estimated net realizable value of unsold properties in repossession or foreclosure at September 30, 2000 was approximately $60 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 2000, 1999 and 1998 was 2.03%, 1.72% and 1.52%, respectively.
At September 30, 2000 and September 30, 1999, 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:
(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, 2000 and September 30, 1999, 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:
(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 depending upon the age of the units. At September 30, 2000, the Company estimates that its contingent liability under these repurchase agreements was approximately $138 million. The Company's losses under these arrangements to date have not been significant.
Insurance
On June 1, 1997, the Company ceased receiving commission income for 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 revenue, 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.
Effective June 1, 2000 the Company entered into a quota share agreement that will reduce the volatility of the Company's earnings by lowering its underwriting exposure to natural disasters such as hurricanes and floods. The agreement will reduce the levels of credit support, which currently take the form of letters of credit and cash, to secure the reinsurance subsidiary's obligations to pay claims and to meet regulatory capital requirements. Under the new arrangement, which covers physical damage policies, the Company will retro-cede 50% of the Company's physical damage premiums and losses on an ongoing basis. In return, the Company will receive a nonrefundable commission with the potential to receive an incremental commission based on favorable loss experience.
In order to further reduce volatility and the required levels of credit support, effective August 1, 2000 the Company entered into a commission-based arrangement for its extended service contract line of business. Policies in force on August 1, 2000 will continue to earn out over the policy term, while the Company will earn a commission on all new business written.
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 owned a 50% interest in a recreational vehicle campground and adjoining undeveloped land located in Deltaville, Virginia. The Company sold its 50% interest to the managing partner during fiscal 2000.
Competition
The manufactured housing industry is highly competitive with particular emphasis on price, financing terms and features offered. There are numerous retail dealers in most locations where the Company conducts retail and financing operations. This has served to intensify competitive conditions as well as result in higher inventory levels across the industry. Several of the financing sources in the industry 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 competes with other manufacturers and retailers 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 and installation, 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 than normal speed limits and various other requirements. Manufactured homes are also subject to local zoning and other 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, 2000 with respect to the Company's operating segments is incorporated herein by reference to page 31 of the Company's 2000 Annual Report to Shareholders.
Employees
At September 30, 2000, the Company employed 9,535 persons, of which 2,983 were engaged in sales and service, 5,474 in manufacturing, 546 in consumer finance, and 532 in executive, administrative and clerical positions.
Item 2.
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, Indiana, Washington and Florida.
Manufacturing Facilities
The location and ownership of the Company's production lines, including idled lines, are as follows:
Location Owned/Leased -------- ------------ Hillsboro, Texas (2 lines) Owned Killeen, Texas Owned Navasota, Texas (2 lines) Owned
Location Owned/Leased -------- ------------
Richfield, North Carolina Owned Rockwell, North Carolina (2 lines) Owned Pinebluff, North Carolina Owned Moultrie, Georgia (4 lines) Owned Etna Green, Indiana (2 lines) Owned Middlebury, Indiana (2 lines) Owned Buckeye, Arizona (2 lines) Owned Albany, Oregon (2 lines) Leased/Owned Hermiston, Oregon (2 lines) Owned Lewiston, Pennsylvania Owned Milton, Pennsylvania Owned Perris, California Owned Fort Morgan, Colorado Owned Plainville, Kansas Owned Redwood Falls, Minnesota Owned Pulaski, Tennessee Leased
The Company also has two manufacturing facilities that are currently being held for sale located in Gainsville and Ennis, Texas.
The Company's manufacturing facilities are generally one story metal prefabricated structures. The Company believes its facilities are in good condition. 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.
The land and buildings at all of the facilities owned by the Company were subject to mortgages with an aggregate balance of $10,572,000 at September 30, 2000.
Based on the Company's normal manufacturing schedule of one shift per day for a five-day week, the Company believes that its manufacturing lines, including those idled, have the capacity to produce approximately 70,000 floors annually, depending on product mix. During fiscal 2000, the Company manufactured 43,442 floors at its plants.
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 378 sales centers at September 30, 2000 located in 29 states distributed as follows: Texas (66), North Carolina (62), South
Carolina (22), Tennessee (20), Georgia (19), Virginia (18), Alabama (14), Arizona (14), Washington (13), Kentucky (12), Mississippi (12), New Mexico (12), Florida (10), Ohio (10), Oregon (9), Colorado, (8), Louisiana (8), West Virginia (8), Arkansas (7), Missouri (7), Idaho (6), Oklahoma (5), Nevada (4), Delaware (3), Utah (3), California (2), Kansas (2), Michigan (1) and Wyoming (1).
Thirty-seven 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, 2000 for the leased sales centers totaled approximately $14,596,000.
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 owned a 50% interest in a recreational vehicle campground and adjoining undeveloped land located in Deltaville, Virginia. The Company sold its 50% interest to the managing partner during fiscal 2000.
Item 3.
Item 3. Legal Proceedings.
In November 1998 the Company and certain of its present and former officers and directors were named as defendants in lawsuits filed on behalf of purchasers of the Company's common stock for various periods between April 11, 1997 and July 21, 1998 (the "Class Period"). In June 1999 a consolidated amended complaint was filed in the United States Middle District Court in Guilford County, North Carolina. The amended complaint, which seeks class action certification, alleges violations of federal securities law based on alleged fraudulent acts, false and misleading financial statements, reports filed by the Company and other representations during the Class Period and seeks the loss of value in class members' stockholdings. The Company filed a motion to dismiss the amended complaint. In July 2000, the magistrate submitted a recommended order dismissing the complaint with prejudice. This order was affirmed by the District Court judge in October 2000 and has not yet been appealed.
During 2000 two lawsuits were filed against the Company's subsidiaries, Oakwood Mobile Homes, Inc. and Oakwood Acceptance Corporation, and certain of their employees in the Circuit Court of Jefferson County, Mississippi. These lawsuits generally allege that the Company's subsidiaries and their employees engaged in various improper business practices including false advertising and misrepresentation of material facts relating to financing and insurance matters. In October 2000 the attorneys for the plaintiffs filed a motion to consolidate the two cases, add a large number of additional plaintiffs residing in various parts of the United States to the case and add the Company as a defendant. As the lawsuits are in the early stages of discovery, the Company is unable to determine the effect, if any, on its financial position or results of operations. 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.
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 January 31, 2001. Information as to the executive officers of the Company who are not directors or nominees is as follows:
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 5 to 32 of the Company's 2000 Annual Report to Shareholders and to the sections captioned "Securities Exchange Listing" and "Shareholders" on the inside back cover page of the Company's 2000 Annual Report to Shareholders. Item 6 is incorporated herein by reference to the information captioned "Net sales," "Total revenues," "Net income (loss)," "Earnings (loss) per common share--Basic and Diluted," "Total assets," "Notes and bonds payable" and "Cash dividends per common share" for each of the five fiscal years in the period ended September 30, 2000 on page 1 of the Company's 2000 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," "Compensation Committee Interlocks and Insider Participation," "Certain Relationships and Related Party Transactions," "Compensation Committee Report," "Shareholder Return Performance Graph" ""Executive Compensation," "Director Compensation," "Employment Arrangements" and "Section 16(a) Beneficial Ownership Reporting Compliance" of the Company's Proxy Statement for the Annual Meeting of Shareholders to be held January 31, 2001 and to the separate item in Part I of this Annual Report on Form 10-K captioned "Executive Officers of the Company." Such Proxy Statement will be filed with the Commission prior to January 28, 2001.
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 Operations for the Years ended September 30, 2000, 1999 and 1998
Consolidated Balance Sheets as of September 30, 2000 and 1999
Consolidated Statements of Cash Flows for the Years ended September 30, 2000, 1999 and 1998
Consolidated Statement of Changes in Shareholders' Equity and Other Comprehensive Income for the Years ended September 30, 2000, 1999 and 1998
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
See the accompanying Index to Financial Statement Schedules at page.
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)
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)
4.3 Indenture dated as of March 2, 1999 between the Company and The First National Bank of Chicago, as Trustee (Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999)
4.4 First Supplemental Indenture dated as of March 2, 1999 between the Company and The First National Bank of Chicago, as Trustee (Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999)
* 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 Nonemployee 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 1990 Director Stock Option Plan (Exhibit 10.24 to the Company's Registration Statement on Form S-2 filed on April 13, 1991)
* 10.4 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)
* 10.5 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)
* 10.6 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)
* 10.7 Oakwood Homes Corporation Director Deferral Plan (Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended September 30, 1998)
* 10.8 Form of Employment Agreement between the Company and each of Robert A. Smith and Myles E. Standish (Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended September 30, 1998)
* 10.9 Employment Agreement dated as of September 27, 1999 by and between the Company and Nicholas J. St. George (Exhibit 10.13 to the Company's Annual Report on Form 10-K for the year ended September 30, 1999)
13 Portions of the Company's 2000 Annual Report to Shareholders incorporated herein by reference. (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. - ------------- * 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 September 25, 2000, the Company filed a Current Report on Form 8-K in which it reported, pursuant to Item 5