SECURITIES AND EXCHANGE COMMISSION
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): February 6, 2004
OAKWOOD HOMES CORPORATION
| 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.
As previously reported on a Form 8-K, on February 6, 2004, the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) approved a Supplemental Disclosure Statement (the “Supplemental Disclosure Statement”) with respect to the Second Amended Joint Consolidated Plan of Reorganization (the “Amended Plan”) of Oakwood Homes Corporation (the “Company”) and certain of its subsidiaries (collectively, the “Debtors”) which, among other things, provide for the sale of substantially all of the Company’s non-cash assets to Clayton Homes, Inc. (“Clayton”) pursuant to an Asset Purchase Agreement between the Company and Clayton dated as of November 24, 2003. If the sale to Clayton is not consummated, the Amended Plan provides for reorganization of the Company as a standalone entity, under which substantially all of the Company’s pre-petition liabilities would be cancelled in exchange for 100% of the outstanding common stock of the reorganized Company.
The Bankruptcy Court also authorized the Company to seek acceptance of the Amended Plan from parties in interest. A copy of the Supplemental Disclosure Statement (which attaches the Amended Plan) in the form distributed to parties in interest is attached hereto as Exhibit 99.1.
The Amended Plan and Supplemental Disclosure Statement contain forward-looking statements within the meaning of Section 27A of Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements reflect the current views of the Debtors with respect to future events and are subject to a number of risks, including, among others, the following: the actual recovery to the Debtors’ unsecured creditors may be less or greater than the 37% currently estimated in the Supplemental Disclosure Statement if the Clayton sale is consummated; the Company’s belief that the reorganized Company may be dissolved if the Clayton acquisition is consummated; the Debtors’ expectations or beliefs concerning future events that involve risks and uncertainties, including the ability of the Debtors to satisfy the conditions and requirements of its credit facilities, the effects of the Chapter 11 cases on the operation of the Debtors, the Debtors’ ability to obtain court approval with respect to motions in the Chapter 11 cases prosecuted by it from time to time, the ability of the Debtors to prosecute, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 cases, and competitive industry conditions could further adversely affect sales and profitability; the Debtors may be unable to access sufficient capital to fund their operations; the Debtors may not be able to securitize their loans or otherwise obtain capital to finance their retail sales and financing activities; they may recognize special charges or experience increased costs in connection with their securitization or other financing activities; the Debtors may recognize significant expenses or charges associated with the reorganization; the Debtors may recognize special charges or experience increased costs in connection with restructuring activities; the Debtors may not realize anticipated benefits associated with its restructuring activities (including the closing of underperforming sales centers); adverse changes in governmental regulations applicable to its business could negatively impact the Debtors; they could suffer losses resulting from litigation
(including shareholder class actions or other class action suits); the Debtors could experience increased credit losses or higher delinquency rates on loans originated; negative changes in general economic conditions in markets could adversely impact the Debtors; the Debtors could experience lower recovery rates than anticipated on the sale of repossessions; the Debtors could lose the services of key management personnel; and any other factors that generally affect companies in bankruptcy proceedings or in these lines of business could also adversely impact the Debtors.
In addition, the views of the Debtors are subject to certain risks related to Chapter 11 bankruptcy proceedings, including the following: the sale to Clayton may not be consummated; the Debtors may not be able to continue as a going concern; the Debtors’ financing arrangements may be terminated or otherwise may not be available for borrowing; the Debtors may not be able to securitize the loans that they originate or otherwise finance their loan origination activities; the Debtors may not be able to obtain the Court’s approval with respect to motions in the Chapter 11 proceeding prosecuted by them from time to time; the Debtors may not be able to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 cases; third parties may seek and obtain court approval to terminate or shorten the exclusivity period that the Company has to solicit acceptances for one or more plans of reorganization, to appoint a Chapter 11 trustee or to convert the cases to Chapter 7 cases; the Debtors may not be able to obtain and maintain normal terms with vendors and service providers; the Debtors may not be able to maintain contracts that are critical to its operations and the Chapter 11 cases may have an adverse impact on the Company’s liquidity or results of operations.
Should the Debtors’ underlying assumptions prove incorrect or should one or more of the risks and uncertainties materialize, actual events or results may vary materially and adversely from those described herein as anticipated, expected, believed or estimated.
Item 7. Financial Statements,Pro FormaFinancial Information and Exhibits.
(a) Financial Statements. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits.The following exhibits are filed herewith:
| 99.1 | Supplemental Disclosure Statement for Second Amended Joint Consolidated Plan of Reorganization of Oakwood Homes Corporation and its Affiliated Debtors and Debtors-in-Possession Under Chapter 11 of the Bankruptcy Code dated February 6, 2004 |
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: February 17, 2004 | By: | /s/ Douglas R. Muir | ||||
| Name: | Douglas R. Muir | |||||
| 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: | |
| February 6, 2004 | 1-7444 |
OAKWOOD HOMES CORPORATION
EXHIBIT INDEX
| Exhibit No. | Exhibit Description | |
| 99.1 | Supplemental Disclosure Statement for Second Amended Joint Consolidated Plan of Reorganization of Oakwood Homes Corporation and its Affiliated Debtors and Debtors-in-Possession Under Chapter 11 of the Bankruptcy Code dated February 6, 2004 |
