-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LGnxHsl04n6DZAF6632lIr44Bte1RpqB+mMgubYBDDKmSTFl5QFwvEDREXLP6bqz 7FomW/CWJYbsboovTg8rDQ== 0000950168-99-002115.txt : 19990812 0000950168-99-002115.hdr.sgml : 19990812 ACCESSION NUMBER: 0000950168-99-002115 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990811 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OAKWOOD HOMES CORP CENTRAL INDEX KEY: 0000073609 STANDARD INDUSTRIAL CLASSIFICATION: MOBILE HOMES [2451] IRS NUMBER: 560985879 STATE OF INCORPORATION: NC FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-07444 FILM NUMBER: 99683955 BUSINESS ADDRESS: STREET 1: 7800 MCCLOUD RD CITY: GREENSBORO STATE: NC ZIP: 27409-9634 BUSINESS PHONE: 9198552400 MAIL ADDRESS: STREET 1: 7800 MCCLOUD RD CITY: GREENSBORO STATE: NC ZIP: 27409-9634 8-K 1 OAKWOOD HOMES CORPORATION 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 11, 1999 OAKWOOD HOMES CORPORATION - --------------------------------------------------------------------------- (Exact name of registrant as specified in charter) North Carolina 1-7444 56-0985879 - --------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) file number) Identification Number) 7800 McCloud Road, Greensboro, North Carolina 27409-9634 - --------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (336) 664-2400 Item 5. Other Events. On August 11, 1999, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. The following exhibit is filed herewith: 99.1 Press release issued on August 11, 1999. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. OAKWOOD HOMES CORPORATION Date: August 11, 1999 By: /s/ Robert A. Smith -------------------------------- Name: Robert A. Smith Title: Executive Vice President and Chief Financial Officer SECURITIES AND EXCHANGE COMMISSION Washington, DC EXHIBITS CURRENT REPORT ON FORM 8-K Date of Event Reported: Commission File No: August 11, 1999 1-7444 OAKWOOD HOMES CORPORATION EXHIBIT INDEX Exhibit No. Exhibit Description ----------- ------------------- 99.1 Press release issued on August 11, 1999. EX-99 2 EXHIBIT 99.1 EXHIBIT 99.1 Contact: Suzanne H. Wood Investor Relations (336) 664-2400 OAKWOOD HOMES CORPORATION ANNOUNCES SEVERAL DEVELOPMENTS GREENSBORO, N.C., August 11, 1999 - Oakwood Homes Corporation (NYSE: OH) today announced several developments, including that its Board of Directors has decided to terminate its exploration of strategic alternatives. At its meeting on August 10, 1999, the Board of Directors determined that in light of industry conditions, the Company's financial performance and other factors, and taking into account the advice of its advisors, Oakwood should cease consideration of a sale or merger of the Company including any consideration of a management-led buyout, the possibility of which was discussed in the Company's June 18 press release. Dennis I. Meyer, chairman of the special committee formed to make recommendations to the Board of Directors regarding strategic alternatives, stated: "After extensive deliberations, the Board of Directors believes that the interests of the Company's shareholders are best served by the Company and its management focusing on addressing the challenges facing the Company. Oakwood's Board and its management remain confident of the long-term soundness of this industry and of Oakwood's strategic direction." Nicholas J. St. George, Chairman and Chief Executive Officer, said: "Even in a difficult industry environment characterized by overcapacity at retail and depressed stock valuations, Oakwood has remained profitable with strong cash flows. In the near term, Oakwood will continue to focus on improving its operating performance. Programs to improve operating performance and working capital by reducing inventory and production schedules, decreasing operating costs, and better aligning headcount to market demand have been implemented and are continuing. To date, we have ceased production at three plants, have reduced production at other plants and have eliminated through attrition or layoff approximately 1,000 jobs. While much work remains to be done, our management team and Board are absolutely committed to improving long-term profitability. "On a personal note, I have informed the Board of my intention to retire as an officer and director effective September 30, 1999. This has been a planned transition in leadership. I have been considering retirement for some time and have been working with the Board of Directors on a succession plan for over two years. With the completion of the succession plan and the initiation of the plan of action to deal with current industry difficulties, I feel it is the appropriate time to retire. The management team that we have in place is well suited to lead the Company into the next millennium. I remain confident of Oakwood's ability to deal with current industry conditions and ultimately resume its growth track. "Succeeding me as Chairman and Chief Executive Officer will be William G. Edwards, who was appointed Oakwood's President and Chief Operating Officer in December, 1998. I will continue to be employed by the Company to assist with transitional matters and also will continue to have a significant investment in Oakwood stock," concluded Mr. St. George. Mr. Edwards, 55, has held a broad range of positions in the manufactured housing business over the past thirty years, including President of Destiny Industries, which Oakwood acquired in 1995. Prior to founding Destiny Industries, Mr. Edwards was Executive Vice President and Chief Operating Officer of Peachtree Housing. Mr. Edwards and the Board jointly said: "When Nick became CEO in 1979, the Company had total revenues of $37 million, shareholders' equity of $13 million and 36 sales centers. Nick's untiring efforts on the Company's behalf during his 20 years as CEO contributed immeasurably to its growth and led it to a position of leadership in the industry. We are grateful that he put into place a proper succession plan to enable the Company to continue to move forward, and we respect his desire to retire now. Oakwood's new leadership will continue to implement the Company's integration strategy encompassing manufacturing, retail and wholesale sales, insurance and consumer finance - to drive long-term growth. Our primary goal is to continue to leverage our market capabilities and integration strategy to generate long-term shareholder value." Oakwood Homes Corporation and its subsidiaries are engaged in the production, sale, financing and insuring of manufactured housing throughout the United States. With 400 Company-owned stores and an extensive network of independent dealers, 29 manufacturing facilities and over 11,000 employees, Oakwood Homes is the nation's largest retailer of manufactured housing. This press release contains certain forward-looking statements and information based on the beliefs of the Company's management as well as assumptions made by, and information currently available to, the Company's management. Words like "believe," "expect," "should," and similar expressions used in this press release are intended to identify forward-looking statements. Such statements reflect the current views of the Company with respect to future events and are subject to certain risks, uncertainties, and assumptions, including risk factors in the Company's Registration Statement on Form S-3 filed February 22, 1999. Should underlying assumptions prove incorrect or should one or more of the risks or uncertainties materialize, actual events or results may vary from those described herein as anticipated, expected, believed or estimated. -----END PRIVACY-ENHANCED MESSAGE-----