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, 1995
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.)
7025 Albert Pick, Suite 301, Greensboro, NC
(Address of principal executive offices)
Post Office Box 7386, Greensboro, NC 27417-0386
(Mailing address of principal executive offices)
Registrant's telephone number, including area code: 910/855-2400
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
------------------- ----------------
Common Stock, Par Value New York Stock Exchange, Inc.
$.50 Per Share
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.50 Per Share
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
The aggregate market value of shares of the Registrant's $.50 par value
Common Stock, its only outstanding class of voting stock, held by non-affiliates
as of December 1, 1995 was $875,394,271.
The number of issued and outstanding shares of the Registrant's $.50 par
value Common Stock, its only outstanding class of Common Stock, as of December
1, 1995 was 22,264,493 shares.
The indicated portions of the following documents are incorporated by
reference into the indicated parts of this Annual Report on Form 10-K:
Parts Into Which
Incorporated Documents Incorporated
---------------------- ------------
Annual Report to Shareholders for Parts I and II
for the fiscal year ended
September 30, 1995
Proxy Statement for Annual Meeting Parts I and III
of Shareholders to be held
January 31, 1996
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
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Item 1 - Business
The Registrant, which was founded in 1946, designs, manufactures and
markets manufactured homes and finances the majority of its sales. The
Registrant operates five manufacturing plants in North Carolina, four in
Georgia, three in Texas, and one each in California, Colorado, Oregon and
Tennessee. The Registrant's manufactured homes are sold at retail through 198
Registrant owned and operated sales centers located primarily in the
southeastern and southwestern United States and to approximately 365 independent
retailers located primarily in the western and southern United States. The
Registrant also develops, manages and sells manufactured housing communities and
earns commissions on insurance written for the Registrant's customers.
On June 30, 1995, the Registrant acquired Destiny Industries, Inc.
("Destiny"), a manufacturer of manufactured homes headquartered in Georgia with
four manufacturing facilities. Destiny sells its homes primarily through
approximately 195 independent retailers located primarily in Georgia, Alabama,
Mississippi, Florida and South Carolina as well as in nine other states. The
Registrant has accounted for the Destiny acquisition as a pooling of interests.
The information set forth in this Form 10-K reflects the acquisition of Destiny
and includes information regarding the business and operations of Destiny.
Manufactured Homes
The Registrant designs and manufactures several lines of homes, each with
a variety of floor plans and decors. Each home contains a living room, dining
area, kitchen, two, three or four bedrooms and one or two bathrooms, and is
equipped with a range and oven, refrigerator, hot water heater and central
heating. A large number of homes are furnished with a sofa and matching chairs,
dinette set, coffee and end tables, carpeting, lamps, draperies, curtains and
screens. Optional furnishings and equipment include beds, a fireplace, washing
machine, dryer, microwave oven, dishwasher, air conditioning, intercom, wet bar,
vaulted ceilings, skylights, hardwood cabinetry and energy conservation items.
The homes manufactured by the Registrant are sold under the registered
trademarks "Oakwood," "Freedom," Golden West," "Villa West" and "Peachtree" and
the tradenames "Victory," "Country Estate," "Bradbury," "Winterhaven," "Golden
Villa," "First Place," "Omni," "Hyatt," "Command" and "Destiny."
The Registrant's manufactured homes are constructed and furnished at the
Registrant's manufacturing facilities and transported on wheels to the homesite.
The Registrant's manufactured homes are generally occupied as permanent
residences but can be transported on wheels to new homesites. The Registrant's
homes are defined as "manufactured homes" under the United States Code, and
formerly were defined as "mobile homes."
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The Registrant manufactures 14-foot and 16-foot wide single section homes
and 24-foot and 28-foot wide multi-section homes consisting of two floors which
are joined at the homesite. The Registrant also manufactures a limited number of
multi-section homes consisting of three or four floors. The Registrant's homes
range from 50 feet to 80 feet in length. The Registrant's single-section homes
are sometimes placed on rental lots in communities of similarly constructed
homes.
The Registrant manufactures homes at sixteen plants located in Moultrie,
Georgia (4); Richfield (2); Rockwell (2) and Pinebluff, North Carolina;
Hillsboro (2) and Ennis, Texas; Perris, California; Albany, Oregon; Fort Morgan,
Colorado; and Pulaski, Tennessee. In fiscal 1995, the Registrant added a
production line at its Albany, Oregon facility as well as Destiny's four Georgia
facilities. During fiscal 1995 the Registrant sold its Sacramento, California
facility because of inadequate demand in that area.
The Registrant purchases components and materials used in the manufacture
of its homes on the open market and is not dependent upon any particular
supplier. The principal raw materials purchased by the Registrant for use in the
construction of its homes are lumber, steel, aluminum, galvanized pipe,
insulating materials, drywall and plastics. Steel I-beams, axles, wheels and
tires, roof and ceiling materials, home appliances, plumbing fixtures,
furniture, floor coverings, windows, doors and decorator items are purchased or
fabricated by the Registrant and are assembled and installed at various stages
on the assembly line. Construction of the manufactured homes and the plumbing,
heating and electrical systems installed in them must comply with the standards
set by the Department of Housing and Urban Development ("HUD") under the
National Manufactured Home Construction and Safety Standards Act of 1974. These
standards were revised effective July 1, 1994 to require stricter wind load and
set-up standards, especially with respect to homes sold in certain coastal and
other areas which are commonly subject to severe wind conditions. HUD has also
issued new thermal standards for manufactured housing, effective October 26,
1994, relating principally to insulation ratings and use of storm windows. See
"Regulation."
The Registrant furnishes to each purchaser of a new home manufactured by
the Registrant a one or five year limited warranty against defects in materials
and workmanship, except for equipment and furnishings supplied by other
manufacturers which are frequently covered by the manufacturers' warranties.
Sales
At September 30, 1995, the Registrant sold manufactured homes through 198
Registrant owned and operated sales centers located in 23 states primarily in
the southeast and southwest. See "Manufactured Home Sales Centers" at page 15
herein. The Registrant opened
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48 new sales centers and closed two sales centers in fiscal 1995. Each of the
Registrant's sales centers is assigned Registrant-trained sales personnel. Each
salesperson is paid a commission based on the gross margin of his or her sales,
and each sales manager is paid a commission based on the profits of the sales
center. These commissions may be reduced if certain operational objectives are
not met.
The Registrant operates its sales centers under the names Oakwood(R)
Mobile Homes, Freedom Homes(R), Victory Homes and Golden Homes(R). At its sales
centers, the Registrant sells homes manufactured by it as well as by other
manufacturers. The Registrant uses purchases from independent manufacturers to
supplement its manufacturing. In fiscal 1995, approximately 71% of the
Registrant's total dollar volume of sales represented sales of new homes.
Approximately 74% of the Registrant's retail sales of new homes were homes
manufactured by the Registrant and 26% represented sales of new homes at retail
manufactured by others. The Registrant has not had difficulty purchasing homes
from independent manufacturers and believes an adequate supply of such homes is
available to meet its needs.
The Registrant also sells used homes acquired in trade-ins. At September
30, 1995, the Registrant's inventory of used homes was 728 homes as compared to
665 homes at September 30, 1994. Used homes in inventory do not include
repossessed units.
The Registrant also sells its homes to approximately 365 independent
retailers located primarily in California, Oregon, Washington, Georgia, Alabama,
Mississippi, Florida and South Carolina as well as in 17 other western and
southern states. Sales to these independent retail dealers accounted for
approximately 25% of the Registrant's total dollar volume of sales in fiscal
1995.
During recent years, the Registrant has placed increased emphasis on the
sale of multi-section homes. In fiscal 1995, the Registrant's retail sales of
new multi-section homes were 28% of the total number of new homes sold at
retail, as compared to 25% in fiscal 1994.
The retail sales price for new single section homes sold by the Registrant
in fiscal 1995 generally ranged from $12,000 to $45,000 with a mean sales price
of approximately $25,900. The retail sales price of multi-section homes sold by
the Registrant generally ranged from $24,000 to $77,000, with a mean sales price
of approximately $46,500.
The Registrant's sales have traditionally been higher in the period from
late spring through early fall than in the winter months. Because a substantial
majority of the homes manufactured by the Registrant are sold directly to retail
customers, the Registrant's backlog of orders is not material.
5
Retail Sales Financing
A significant factor affecting sales of manufactured homes is the
availability and terms of financing. Approximately 86% of the Registrant's
retail unit sales in fiscal 1995 were financed by installment sale contracts
arranged by the Registrant, each of which generally required a minimum 5%
downpayment and provided for equal monthly payments generally over a period of
seven to 25 years. In fiscal 1995, of the aggregate loan originations relating
to retail unit sales and dispositions of repossessed homes, 92% were installment
sales financed and warehoused by the Registrant for investment or later sale and
8% were installment sales financed by others without recourse to the Registrant.
The remaining 14% of retail unit sales were paid for with cash. At September 30,
1995, the Registrant held installment sale contracts with a principal balance of
approximately $413,777,000 and serviced an additional $787,454,000 principal
balance of installment sale contracts the substantial majority of which it
originated and securitized. A substantial majority of the installment sale
contracts held by the Registrant are pledged to financial institutions as
collateral for loans to the Registrant.
The Registrant from time to time considers the purchase of manufactured
home installment sale portfolios originated by others as well as servicing
rights to such portfolios. There were no such purchases in fiscal 1995.
The Registrant is responsible for the processing of credit applications
with respect to customers seeking financing. The Registrant uses a credit
scoring system, updated in fiscal 1995, to enhance its credit decision-making
process. The most significant criteria in the system are the stability, income
and credit history of the borrower. This system requires a minimum credit score
before the Registrant will consider underwriting a contract. This system allows
the Registrant the ability to standardize its credit-making decisions.
The Registrant retains a security interest in any home it finances. In
addition, the Registrant sometimes obtains a security interest in the real
property on which a home is attached.
The Registrant is responsible for all collection and servicing activities
with respect to installment sale contracts it owns, as well as with respect to
certain contracts which the Registrant originated and sold. The Registrant
receives servicing fees with respect to installment sale contracts which it has
sold but continues to service.
The Registrant's ability to finance installment sale contracts is
dependent on the availability of funds to the Registrant. The Registrant obtains
funds to finance installment sale contracts primarily through sales of REMIC
Trust certificates to institutional
6
investors. During fiscal 1995, the Registrant sold $351,478,000 million of REMIC
securities. The Registrant generally has no potential liability or credit
exposure with respect to securitized contracts except for breaches of
representations and warranties, to the extent of any retained interests in a
REMIC or with respect to required servicer advances.
The Registrant also obtains financing from loans insured by the FHA and
VA. These installment sale contracts are permanently funded through the GNMA
pass-through program, under which the Registrant issues obligations guaranteed
by GNMA. During fiscal 1995, the Registrant issued approximately $11 million in
obligations guaranteed by GNMA. Issuance of VA and FHA insured obligations
minimizes the Registrant's exposure to losses on credit sales.
The Registrant uses short-term credit facilities and internally generated
funds to support installment sale contracts until a pool of installment sale
contracts is accumulated to provide collateral for long-term financing which is
generally at fixed rates.
The Registrant also provides permanent financing for certain of its homes
sold by independent dealers. During fiscal 1995, the Registrant financed
approximately $18 million of the retail unit sales of its homes by independent
dealers. The Registrant expects to finance an increased percentage of such sales
as it integrates recent acquisitions into its operations.
In the past, the Registrant sold a significant number of installment sale
contracts to unrelated financial institutions with full recourse to the
Registrant in the event of default by the buyer. The Registrant receives
endorsement fees from financial institutions for installment sale contracts it
has placed with them on such a basis. Such fees totalled $1,151,000 in fiscal
1995. The Registrant's contingent liability on installment sale contracts sold
to financial institutions with full and limited recourse was approximately $95
million at September 30, 1995.
Retailer Financing
Substantially all of the independent retailers who purchase homes from the
Registrant finance new home inventories through wholesale credit lines provided
by third parties under which a financial institution provides the retailer with
a credit line for the purchase price of the home and maintains a security
interest in the home as collateral. A wholesale credit line is used by the
retailer to finance the acquisition of its display models, as well as to finance
the initial purchase of a home from a manufacturer until the home buyers obtain
permanent financing or otherwise pay the dealer for the installed home. In
connection with the wholesale financing arrangement, the financial institution
may
7
require the Registrant to enter into a repurchase agreement with the financial
institution under which the Registrant is obligated, upon default by the
retailer, to repurchase its homes. Under the terms of such repurchase
agreements, the Registrant agrees to repurchase homes at declining prices over
the period of the agreement (usually twelve months). At September 30, 1995, the
Registrant estimates that its contingent liability under these repurchase
agreements was approximately $52 million. The Registrant's losses under these
arrangements have not been significant.
Delinquency and Repossession
In the event an installment sale contract becomes delinquent, the
Registrant, either as owner of the contract or as servicer, or any financial
institution that may have purchased the contract with full recourse to the
Registrant, normally contacts the customer within 8 to 25 days thereafter in an
effort to have the default cured. Thereafter the Registrant is required to
repurchase the installment sale contract if it has been sold to a financial
institution with full recourse. The Registrant, as owner or servicer, generally
repossesses the home after payments have become 60 to 90 days delinquent if the
Registrant is not able to work out a satisfactory arrangement with the customer.
After repossession, the Registrant transports the home to a Registrant owned and
operated sales center where the Registrant attempts to resell the home or
contracts with an independent party to remarket the home. To a limited extent,
the Registrant sells repossessed homes at wholesale.
In an effort to minimize repossessions on contracts sold with full
recourse, the Registrant monitors the servicing and collection efforts of many
of the financial institutions to which the Registrant has sold installment sale
contracts with full recourse. In addition, the Registrant performs the
collection work on all installment sale contracts it has sold with recourse to
three of its major purchasers of installment sale contracts. The Registrant is
currently responsible for collection activities on approximately 63% of the
installment sale contracts which it has sold to independent financial
institutions with full recourse. The Registrant is paid a fee by the financial
institutions for performing this service.
The Registrant maintains a reserve for estimated credit losses on
installment sale contracts owned by the Registrant or sold to third parties with
full or limited recourse. The Registrant provides for losses on credit sales in
amounts necessary to maintain the reserves at amounts the Registrant believes
are sufficient to provide for future losses based on the Registrant's historical
loss experience, current economic conditions and portfolio performance measures.
For fiscal 1995, 1994 and 1993, as a result of expenses incurred due to defaults
and repossessions,
8
$4,937,000, $4,339,000 and $3,328,000, respectively, was charged to the reserve
for losses on credit sales. The Registrant's reserve for losses on credit sales
at September 30, 1995 was $11,795,000, as compared to $14,623,000 at September
30, 1994 and $12,477,000 at September 30, 1993.
In fiscal 1995, 1994 and 1993, the Registrant repossessed 1,824, 1,407 and
1,149 homes, respectively. The Registrant's inventory of repossessed homes was
425 homes at September 30, 1995 as compared to 375 homes at September 30, 1994
and 324 homes at September 30, 1993. The estimated net realizable value of
repossessed homes in inventory at September 30, 1995 was $7,559,000. Information
concerning repossessions includes homes repossessed as servicer.
The Registrant's net losses resulting from repossessions on Registrant
originated loans as a percentage of the average principal amount of such loans
outstanding for fiscal 1995, 1994 and 1993 was 0.75%, 0.66% and 0.61%,
respectively.
At September 30, 1995 and September 30, 1994, delinquent installment sale
contracts expressed as a percentage of the total number of installment sale
contracts which the Registrant services or has sold with full recourse and are
serviced by others were as follows:
Total Number Delinquency Percentage
of Contracts September 30, 1995
------------ -----------------------------------
30 days 60 days 90 days Total
------- ------- ------- -----
Registrant-serviced
contracts....... 56,438(1) 1.2% 0.3% 0.6% 2.1%(2)
Contracts sold with
full recourse
and serviced
by others....... 5,972 2.3% 0.5% 0.8% 3.6%
Total Number Delinquency Percentage
of Contracts September 30, 1994
------------ -----------------------------------
30 days 60 days 90 days Total
------- ------- ------- -----
Registrant-serviced
contracts....... 45,046(1) 1.1% 0.3% 0.6% 2.0%(2)
Contracts sold with
full recourse
and serviced
by others....... 7,503 1.5% 0.3% 0.6% 2.4%
- ------------------
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(1)Excludes certain loans originated in September of each year which were
being processed at year end and which were not entered into the loan servicing
system until October.
(2)Includes servicing rights to acquired portfolios that were not
originated by the Registrant and had not been serviced by the Registrant prior
to its acquisition of the portfolios. The total delinquencies expressed as a
percentage of all Registrant-originated and serviced contracts, exclusive of
these portfolios, at September 30, 1995 was 2.0% and at September 30, 1994 was
1.6%.
At September 30, 1995 and September 30, 1994, delinquent installment sale
contracts expressed as a percentage of the total outstanding principal balance
of installment sale contracts which the Registrant services or has sold with
full recourse and are serviced by others were as follows:
Total Value Delinquency Percentage
of Contracts September 30, 1995
------------ -----------------------------------
30 days 60 days 90 days Total
------- ------- ------- -----
Registrant-serviced
contracts....... $1,174,187,000(1) 1.1% 0.3% 0.6% 2.0%
Contracts sold with
full recourse
and serviced
by others....... $62,000,000 2.5% 0.5% 0.7% 3.7%
Total Value Delinquency Percentage
of Contracts September 30, 1994
------------ -----------------------------------
30 days 60 days 90 days Total
------- ------- ------- -----
Registrant-serviced
contracts....... $831,873,000(1) 1.0% 0.3% 0.6% 1.9%
Contracts sold with
full recourse
and serviced
by others....... $75,000,000 1.7% 0.3% 0.7% 2.7%
- --------------
(1)Excludes certain loans originated in September of each year which were
being processed at year end and which were not entered into the loan servicing
system until October.
Insurance
The Registrant acts as agent for certain insurance companies and earns
commissions on homeowners insurance and credit life insurance written for its
customers. The Registrant requires
10
customers purchasing homes pursuant to installment sale contracts to have
homeowners insurance until the principal balance of the contract is paid. In
fiscal 1995, 80% of the Registrant's customers obtained homeowners insurance
through the Registrant and 30% obtained credit life insurance through the
Registrant. Historically, a substantial number of such customers have renewed
these policies through the Registrant for which the Registrant receives renewal
commissions. The Registrant's commissions may be increased based on the actual
loss experience under homeowners policies written by the Registrant.
The Registrant reinsures, through a subsidiary, substantially all of the
credit life insurance written by it. The subsidiary's contingent liability is
without recourse to the Registrant.
Manufactured Housing Communities
The Registrant's manufactured housing communities offer residential
settings for the Registrant's products. The Registrant attempts to achieve full
occupancy at each of its rental communities and then considers a sale of the
community.
The Registrant owns manufactured housing rental communities in Augusta,
Georgia; Winchester, Virginia; Zephyrhills, Florida; Lima, Ohio; Springfield,
Missouri; Conway, South Carolina; and Tyler, Texas.
The Registrant has under development or has developed four manufactured
housing subdivisions at Calabash, Greensboro, Hendersonville and Pinehurst,
North Carolina. The Pinehurst subdivision surrounds an existing golf course
included in the property. In these subdivisions, homes and lots are sold
together.
The Registrant also owns a 50% interest in a recreational vehicle
campground and adjoining undeveloped land located at Deltaville, Virginia.
Competition
The manufactured housing industry is highly competitive with particular
emphasis on price, financing terms and features offered. There are numerous
retail dealers and financing sources in most locations where the Registrant
conducts retail operations. Several of these financing sources are larger than
the Registrant and have greater financial resources. There are numerous firms
producing manufactured homes in the Registrant's market area, many of which are
in direct competition with the Registrant. Several of these manufacturers, which
generally sell their homes through independent dealers, are larger than the
Registrant and have greater financial resources.
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The Registrant believes that its vertical integration gives it a
competitive advantage over many of its competitors. The Registrant competes on
the basis of reputation, quality, financing ability, service, features offered
and price.
Manufactured homes are a form of permanent, low-cost housing and are
therefore in competition with other forms of housing, including site-built and
prefabricated homes and apartments. Historically, manufactured homes have been
financed as personal property with financing that has shorter maturities and
higher interest rates than have been available for site-built homes. In recent
years, however, there has been a growing trend toward financing manufactured
housing with maturities more similar to the financing of real estate, especially
when the manufactured housing is attached to permanent foundations on
individually-owned lots. Multi-section homes are often attached to permanent
foundations on individually-owned lots. As a result, maturities for certain
manufactured housing loans have moved closer to those for site-built housing.
Regulation
A variety of laws affect the financing of manufactured homes by the
Registrant. The Federal Consumer Credit Protection Act (Truth-in-Lending) and
Regulation Z promulgated thereunder require written disclosure of information
relating to such financing, including the amount of the annual percentage rate
and the finance charge. The Federal Fair Credit Reporting Act also requires
certain disclosures to potential customers concerning credit information used as
a basis to deny credit. The Federal Equal Credit Opportunity Act and Regulation
B promulgated thereunder prohibit discrimination against any credit applicant
based on certain specified grounds. The Federal Trade Commission has adopted or
proposed various Trade Regulation Rules dealing with unfair credit and
collection practices and the preservation of consumers' claims and defenses. The
Federal Trade Commission regulations also require disclosure of a manufactured
home's insulation specification. Installment sale contracts eligible for
inclusion in the GNMA Program are subject to the credit underwriting
requirements of the FHA or VA. A variety of state laws also regulate the form of
the installment sale contracts and the allowable deposits, finance charge and
fees chargeable pursuant to installment sale contracts. The sale of insurance
products by the Registrant is subject to various state insurance laws and
regulations which govern allowable charges and other insurance practices.
The Registrant is also subject to the provisions of the Fair Debt
Collection Practices Act, which regulates the manner in which the Registrant
collects payments on installment sale contracts, and the Magnuson-Moss Warranty
- -- Federal Trade Commission Improvement Act, which regulates descriptions of
warranties on products. The
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descriptions and substance of the Registrant's warranties are also subject to
state laws and regulations.
The Registrant's manufacture of homes is subject to the National
Manufactured Housing Construction and Safety Standards Act of 1974. In 1976, the
Department of Housing and Urban Development ("HUD") promulgated regulations
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. A HUD designated
inspection agency regularly inspects the Registrant's manufactured homes for
compliance during construction. The Registrant believes the homes it
manufactures comply with all present HUD requirements. HUD promulgated new
regulations, effective July 1, 1994, relating to wind loads and set-up
requirements, particularly with respect to homes sold in areas commonly subject
to severe wind conditions. HUD has also issued new thermal standards for
manufactured housing, effective October 26, 1994, relating principally to
insulation ratings and use of storm windows.
Bonneville Power, a public electrical utility operating in all or part of
several western states, has agreements with utilities in Oregon, Washington,
western Idaho and western Montana which provide producers of manufactured
housing with a subsidy of $1,500 for each manufactured home meeting the energy
efficiency standards of the Manufactured Housing Acquisition Program ("MAP").
The Registrant currently constructs all of its manufactured homes sold in areas
served by Bonneville Power in accordance with MAP. MAP is scheduled to terminate
in 1996.
The transportation of manufactured homes on highways is subject to
regulation by various Federal, state and local authorities. Such regulations may
prescribe size and road use limitations and impose lower than normal speed
limits and various other requirements. Manufactured homes are also subject to
local zoning and housing regulations.
Financial Information About Industry Segments
Financial information for each of the three fiscal years in the period
ended September 30, 1995 with respect to the Registrant's manufactured home
operations and retail sales financing operations are incorporated herein by
reference to page 35 of the Registrant's 1995 Annual Report to Shareholders.
Employees
At September 30, 1995, the Registrant employed 5,195 persons, of which
1,784 were engaged in sales and service, 2,839 in manufacturing and 572 in
executive, administrative and clerical positions.
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Item 2 - Properties
Offices
The Registrant leases executive office space in Greensboro, North
Carolina. The Registrant also owns two office buildings located in two adjacent
three-story buildings in Greensboro, North Carolina. This facility is situated
on a tract of approximately two acres. Because of its growth, the Registrant is
constructing a new executive office building on property it owns in the
Greensboro, North Carolina area. The Registrant also leases office space in
Texas, California and Arizona.
Manufacturing Facilities
The location and ownerships of the Registrant's production facilities are
as follows:
Owned/
Location Leased
-------- ------
Richfield, North Carolina Owned
Richfield, North Carolina Owned
Rockwell, North Carolina Owned
Rockwell, North Carolina Owned
Pinebluff, North Carolina Owned
Moultrie, Georgia Owned
Moultrie, Georgia Owned
Moultrie, Georgia Owned
Moultrie, Georgia Owned
Hillsboro, Texas Owned
Hillsboro, Texas Owned
Ennis, Texas Owned
Pulaski, Tennessee Leased
Albany, Oregon Leased/Owned
Perris, California Owned
Fort Morgan, Colorado Owned
These facilities are located on tracts of land generally ranging from 10
to 45 acres. The production area in these facilities ranges from approximately
50,000 to 125,000 square feet.
The land and buildings at these facilities were subject to mortgages with
an aggregate balance of $21,452,000 at September 30, 1995.
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The Registrant's manufacturing facilities are generally one story metal
prefabricated structures. The Registrant believes its facilities are in good
condition.
Based on the Registrant's normal manufacturing schedule of one shift per
day for a five-day week, the Registrant believes that its sixteen plants have
the capacity to produce approximately 40,875 floors annually, depending on
product mix. During fiscal 1995, the Registrant manufactured 31,149 floors at
its plants. The Registrant's Texas, Colorado and Tennessee facilities operated
significantly below capacity during the year because of plant start-ups. The
Registrant completed expansion of its Albany, Oregon facility during the fiscal
year which will add to that facility's capacity.
Manufactured Home Sales Centers
The Registrant's manufactured home retail sales centers consist of tracts
of from 3/4 to 4 1/2 acres of land on which manufactured homes are displayed,
each with a sales office containing from approximately 600 to 1,300 square feet
of floor space. The Registrant operated 198 sales centers at September 30, 1995
located in 23 states distributed as follows: North Carolina (58), Texas (35),
South Carolina (19), Virginia (15), Tennessee (14), Kentucky (7), Missouri (6),
Arizona (5), Arkansas (5), New Mexico (5), Kansas (4), Alabama (3), Colorado
(3), Delaware (3), Georgia (3), West Virginia (3), Idaho (2), Mississippi (2),
Oklahoma (2), California (1), Louisiana (1), Ohio (1) and Washington (1).
Twenty-seven sales centers are on property owned by the Registrant and the
other locations are leased by the Registrant for a specified term of from one to
ten years or on a month-to-month basis. Rents paid by the Registrant during the
year ended September 30, 1995 for the leased sales centers totalled
approximately $4,727,000.
Manufactured Housing Communities
The Registrant owns and manages manufactured housing rental communities at
the following locations with the acreage and number of rental spaces indicated:
Total
Spaces Spaces
Location of Community Acres Planned Completed
- --------------------- ----- ------- ---------
Augusta, Georgia 151 326 186
Winchester, Virginia 169 550 180
Zephyrhills, Florida 128 662 214
Lima, Ohio 58 274 --
Springfield, Missouri 90 291 133
Conway, South Carolina 110 305 158
Tyler, Texas 238 582 265
15
The Registrant has under development or has developed manufactured housing
subdivisions at the following locations and with the acreage and number of lots
indicated:
Lots
Location of Community Acres Planned
- --------------------- ----- -------
Calabash, North Carolina 33 152
Greensboro, North Carolina 69 115
Hendersonville, North Carolina 71 296
Pinehurst, North Carolina 237 256
The Registrant also owns a 50% interest in a recreational vehicle
campground and adjoining undeveloped land located in Deltaville, Virginia. At
September 30, 1995, this property was subject to a mortgage with a total balance
of $1,017,000.
Item 3 - Legal Proceedings
The Registrant is a defendant in a number of suits which are incidental to
the conduct of its business.
Item 4 - Submission of Matters to a Vote of Security Holders
Not applicable.
Separate Item - Executive Officers of the Registrant
Information as to executive officers of the Registrant who are directors
and nominees of the Registrant is incorporated herein by reference to the
section captioned Election of Directors of the Registrant's Proxy Statement for
the Annual Meeting of Shareholders to be held January 31, 1996. Information as
to the executive officers of the Registrant who are not directors or nominees is
as follows:
Name Age Information About Officer
- ---- --- -------------------------
Larry T. Gilmore 54 Executive Vice President - Con-
sumer Finance and chief operat-
ing officer of Oakwood Accep-
tance Corporation (the Regis-
trant's finance subsidiary)
since 1994; Vice President and
Chief Operating Officer of Oak-
wood Acceptance Corporation
1991-1994; Vice President, Van-
derbilt Mortgage & Finance,
Inc. (financier of manufactured
homes) 1988-1991.
Thomas D. Cross 41 Executive Vice President - Man-
ufacturing since 1995; Director
16
of Sales -- Fleetwood Homes of
Georgia, Incorporated, 1992-
1994; Sales Manager of
Fleetwood Homes of Texas,
Incorporated, 1991-1992. In
1991, Mr. Cross filed
individually under Chapter 7
of the bankruptcy code for
reorganization of his debts.
Douglas R. Muir 41 Senior Vice President and Sec-
retary since 1994; Treasurer
since 1993; Partner, Price Wa-
terhouse LLP, 1988-1993.
Jeffrey D. Mick 43 Senior Vice President since
1994; Controller since 1992;
Executive Vice President - Op-
erations/Distribution, Bren-
dle's Incorporated (discount
department store retailer),
1990-1992. In November 1992,
Brendle's Incorporated filed
for reorganization under Chap-
ter 11 of the United States
Bankruptcy Code.
Myles E. Standish 41 Senior Vice President and Gen-
eral Counsel since 1995; Part-
ner, Kennedy Covington Lobdell
& Hickman, L.L.P. attorneys at
law since 1987.
J. Michael Stidham 42 Executive Vice President -
Retail and chief operating of-
ficer of Oakwood Mobile Homes,
Inc. (the Registrant's retail
sales subsidiary) since 1994;
Vice President and Chief Oper-
ating Officer of Oakwood Mobile
Homes, Inc. 1992-1994; Vice
President of Oakwood Mobile
Homes, Inc., 1989-1992.
All executive officers were elected to their current positions at annual
meetings of the Board of Directors of the Registrant or its subsidiaries held on
February 1, 1995, except Mr. Cross, who was elected to his current position on
September 1, 1995 and Mr. Standish, who was elected to his current position on
March 31, 1995. Each officer holds office until his or her death, resignation,
retirement, removal or disqualification or until his or her successor is elected
and qualified.
17
PART II
Items 5-8
Items 5 and 7-8 are incorporated herein by reference to pages 13 to 36 of
the Registrant's 1995 Annual Report to Shareholders and to the sections
captioned Securities Exchange Listing and Number of Shareholders of Record on
the inside back cover page of the Registrant's 1995 Annual Report to
Shareholders. Item 6 is incorporated herein by reference to the information
captioned "Net Sales," "Financial Services Income," "Endorsement Fees,"
"Insurance Commissions," "Other Income," "Net Income," "Per Share
Data--Earnings-primary and Earnings-fully diluted," "Total Assets," "Notes and
Bonds Payable" and "Per Share Data-Cash Dividends" for the five fiscal years
ended September 30, 1995 on page 44 of the Registrant's 1995 Annual Report to
Shareholders.
Item 9 - Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
Not applicable.
PART III
Items 10-13
Items 10-13 are incorporated herein by reference to the sections captioned
Principal Holders of the Common Stock and Holdings of Management, Election of
Directors, Compensation Committee Interlocks and Insider Participation,
Executive Compensation, Compensation of Directors, Employment Contracts,
Termination of Employment and Change in Control Arrangements and Compliance with
Section 16(a) of Securities Exchange Act of 1934 of the Registrant's Proxy
Statement for the Annual Meeting of Shareholders to be held January 31, 1996 and
to the separate item in Part I of this Report captioned Executive Officers of
the Registrant.
PART IV
Item 14 - Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a) Financial Statement Schedules. See accompanying Index to
Financial Statement Schedules.
(b) Exhibits.
3.1 Restated Charter of the Registrant dated January 25, 1984
(Exhibit 3.2 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1984)
18
3.2 Amendment to Restated Charter of the Registrant dated
February 18, 1988 (Exhibit 3 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended September 30,
1988)
3.3 Amendment to Restated Charter of the Registrant dated April
23, 1992 (Exhibit 3.3 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 30, 1992)
3.4 Amended and Restated Bylaws of the Registrant adopted
February 1, 1995 (Exhibit 3.2 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended December 31, 1994)
4.1 Shareholder Protection Rights Agreement between the
Registrant and Wachovia Bank of North Carolina, N.A., as
Rights Agent (Exhibit 4.1 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1991)
4.2 Agreement to Furnish Copies of Instruments With Respect to
Long Term Debt (Exhibit 4.3 to the Registrant's Annual
Report on Form 10-k for the year ended September 30, 1994)
* 10.1 Form of Disability Agreement (Exhibit 10.1 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1984)
* 10.2 Schedule identifying omitted Disability Agreements which are
substantially identical to the Form of Disability Agreement
and payment schedules under Disability Agreements (Exhibit
10.2 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1984)
* 10.3 Form of Retirement Agreement (Exhibit 10.3 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1984)
* 10.4 Schedule identifying omitted Retirement Agreements which are
substantially identical to the Form of Retirement Agreement
and payment schedules under Retirement Agreements (Exhibit
10.4 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1984)
* 10.5 Oakwood Homes Corporation 1985 Non-Qualified Stock Option
Plan (Exhibit 10.1 to the Registrant's Annual Report on Form
10-K for the fiscal year ended September 30, 1985)
19
10.6 Oakwood Homes Corporation 1986 Nonqualified Stock Option
Plan for Non-Employee Directors (Exhibit 10.1 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1986)
* 10.7 Oakwood Homes Corporation 1981 Incentive Stock Option Plan,
as amended and restated (Exhibit 10.1 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1987)
* 10.8 Oakwood Homes Corporation and Designated Subsidiaries
Deferred Income Plan for Key Employees (Exhibit 10.2 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1987)
* 10.9 Form of Employment Agreement (Exhibit 10.4 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1990)
* 10.10 Schedule identifying omitted Employment Agreements which are
substantially identical to the Form of Employment Agreement
(Exhibit 10.5 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1990)
10.11 Oakwood Homes Corporation 1990 Director Stock Option Plan
(Exhibit 10.24 to the Registrant's Form S-2 filed on April
13, 1991)
* 10.12 Oakwood 1990 Long Term Performance Plan, as amended (Exhibit
4 to the Registrant's Registration Statement on Form S-8,
filed on August 3, 1992)
* 10.13 Amended and Restated Executive Retirement Benefit Employment
Agreement between the Registrant and Nicholas J. St. George
(Exhibit 10.21 to the Registrant's Annual Report on Form
10-K for the fiscal year ended September 30, 1992)
* 10.14 Amended and Restated Executive Disability Benefit Agreement
between the Registrant and Nicholas J. St. George (Exhibit
10.22 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1992)
* 10.15 Executive Retirement Benefit Employment Agreement between
the Registrant and A. Steven Michael (Exhibit 10 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1993)
20
* 10.16 Amendment to 1990 Oakwood Long Term Performance Plan
(Exhibit 10.1 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1993)
* 10.17 Amendment No. 1 to the Oakwood Homes Corporation and
Designated Subsidiaries Deferred Income Plan for Key
Employees (Exhibit 10.2 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1993)
* 10.18 Form of Oakwood Homes Corporation and Designated
Subsidiaries Deferred Compensation Agreement for Key
Employees (Exhibit 10.3 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1993)
* 10.19 Form of First Amendment to Employment Agreement between the
Registrant and each of Nicholas J. St. George and A. Steven
Michael (Exhibit 10.1 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended December 31, 1993)
* 10.20 First Amendment to Amended and Restated Executive Retirement
Benefit Employment Agreement between the Registrant and
Nicholas J. St. George (Exhibit 10.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended December
31, 1993)
* 10.21 First Amendment to Executive Retirement Benefit Employment
Agreement between the Registrant and Robert D. Harvey, Sr.
(Exhibit 10.3 to the Regi- strant's Quarterly Report on Form
10-Q for the quarter ended December 31, 1993)
* 10.22 First Amendment to Executive Retirement Benefit Employment
Agreement between the Registrant and A. Steven Michael
(Exhibit 10.4 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended December 31, 1993)
* 10.23 First Amendment to Amended and Restated Executive Disability
Benefit Agreement between the Regis- trant and Nicholas J.
St. George (Exhibit 10.5 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended December 31, 1993)
* 10.24 Form of Executive Retirement Benefit Agreement between the
Registrant and each of James D. Cast- erline, Larry T.
Gilmore, C. Michael Kilbourne, J. Michael Stidham and Larry
M. Walker (Exhibit 10.7
21
to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1993)
* 10.25 Schedule identifying omitted Executive Retirement Benefit
Employment Agreements which are substan- tially identical to
the Form of Executive Retire- ment Benefit Agreement in
Exhibit 10.31 and pay- ment schedules under Executive
Retirement Benefit Employment Agreements (Exhibit 10.8 to
the Regis- trant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1993)
* 10.26 Form of Performance Unit Agreement dated November 16, 1993
(Exhibit 10.1 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1994)
* 10.27 Schedule identifying omitted Performance Unit Agreements
which are substantially identical to the Form of Performance
Unit Agreement and the target number of performance units
under Perfor- mance Unit Agreements (Exhibit 10.2 to the
Regis- trant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994)
* 10.28 Oakwood Homes Corporation Executive Incentive Compensation
Plan (filed herewith)
* 10.29 Oakwood Homes Corporation Key Employee Stock Plan (filed
herewith)
11 Calculation of Earnings Per Share (filed herewith)
13 The Registrant's 1995 Annual Report to Shareholders. This
Annual Report to Shareholders is furnished for the
information of the Commission only and, except for the parts
thereof incorporated by reference in this Report on Form
10-K, is not deemed to be "filed" as a part of this filing
(filed herewith)
21 List of the Registrant's Subsidiaries (filed
herewith)
23.1 Consent of Price Waterhouse LLP (filed herewith)
23.2 Consent of Price Waterhouse LLP (filed herewith)
23.3 Consent of Arthur Andersen LLP (filed herewith)
23.4 Consent of Allen, Pritchett & Bassett, CPAs (filed
herewith)
22
23.5 Consent of William O. Pifer, CPA, P.C. (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.
(c) Reports on Form 8-K. No reports on Form 8-K have been filed during
the last quarter of the period covered by this Report.
23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned thereunto duly authorized.
OAKWOOD HOMES CORPORATION
By:/s/ C. Michael Kilbourne
---------------------------
Name: C. Michael Kilbourne
Title: Executive Vice President,
Chief Financial Officer and
and Assistant Secretary
Dated: December 27, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Signature Capacity Date
--------- -------- ----
/s/ Ralph L. Darling Director and Chairman December 27, 1995
- --------------------------- of the Board
Ralph L. Darling
/s/ Nicholas J. St. George Director and President December 27, 1995
- --------------------------- and Chief Executive
Nicholas J. St. George Officer (Principal
Executive Officer)
/s/ A. Steven Michael Director and Executive December 27, 1995
- --------------------------- Vice President and
A. Steven Michael Chief Operating
Officer
/s/ C. Michael Kilbourne Director and Executive December 27, 1995
- --------------------------- Vice President, Chief
C. Michael Kilbourne Financial Officer and
Assistant Secretary
(Principal Financial
Officer)
24
/s/ Robert D. Harvey Director and Vice December 27, 1995
- --------------------------- President --
Robert D. Harvey Administration
/s/ Dennis I. Meyer Director December 27, 1995
- ---------------------------
Dennis I. Meyer
/s/ Kermit G. Phillips Director December 27, 1995
- ---------------------------
Kermit G. Phillips, II
/s/ Sabin C. Streeter Director December 27, 1995
- ---------------------------
Sabin C. Streeter
/s/ Francis T. Vincent Director December 27, 1995
- ---------------------------
Francis T. Vincent, Jr.
/s/ Clarence W. Walker Director December 27, 1995
- ---------------------------
Clarence W. Walker
/s/ H. Michael Weaver Director December 27, 1995
- ---------------------------
H. Michael Weaver
/s/ Douglas R. Muir Senior Vice President, December 27, 1995
- --------------------------- Treasurer and
Douglas R. Muir Secretary (Principal
Accounting Officer)
25
OAKWOOD HOMES CORPORATION
INDEX TO FINANCIAL STATEMENT SCHEDULES
The financial statements, together with the report thereon of Price
Waterhouse LLP dated October 31, 1995, appearing on pages 19 to 36 of the
accompanying 1995 Annual Report to Shareholders, are incorporated by reference
in this Form 10-K Annual Report. With the exception of the aforementioned
information and the information incorporated in Items 1, 5, 6, 7 and 8, the 1995
Annual Report to Shareholders is not deemed to be filed as part of this report.
Financial statement schedules not included in this Form 10-K Annual Report have
been omitted because they are not applicable or the required information is
shown in the financial statements or notes thereto.
PAGE
Report of Arthur Andersen LLP on financial
statements of Golden West Homes F-1
Report of Allen, Pritchett & Bassett, CPAs on
financial statements of Destiny Industries, Inc. F-2
Report of William O. Pifer, CPA, P.C. on
financial statements of Destiny Industries, Inc. F-3
Supplementary information to notes to
consolidated financial statements F-4
26
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors
of Golden West Homes:
We have audited the accompanying consolidated statements of income,
shareholders' equity and cash flows of GOLDEN WEST HOMES (a California
corporation) and subsidiary for the year ended December 25, 1993. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of Golden West
Homes and subsidiary for the year ended December 25, 1993, in conformity with
generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Orange County, California
February 22, 1994
(except with respect to the
matters discussed in Note 13 as to
which the dates are March 14, 1994,
and April 11, 1994)
F-1
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Destiny Industries, Inc.
P.O. Box 1766
Moultrie, GA 31776
We have audited the balance sheet of Destiny Industries, Inc. as of October 1,
1994, and the related statements of income, retained earnings, and cash flows
for the year then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of Destiny
Industries, Inc. as of October 2, 1993, were audited by other auditors whose
report dated December 22, 1993 expressed an unqualified opinion on those
statements.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the 1994 financial statements referred to above present fairly,
in all material respects, the financial position of Destiny Industries, Inc. as
of October 1, 1994, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
Allen, Pritchett & Bassett
Tifton, Georgia
December 9, 1994
F-2
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Destiny Industries, Inc.
P. O. Box 1766
Moultrie, Georgia 31776
We have audited the accompanying balance sheet of Destiny Industries, Inc. as of
October 2, 1993, and the related statements of income retained earnings, and
cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards established by the American
Institute of Certified Public Accountants. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Destiny Industries, Inc. as of
October 2, 1993, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
William O. Pifer
Moultrie, GA
December 22, 1993
F-3
OAKWOOD HOMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTARY INFORMATION TO NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
The components of inventories are as follows:
September 30,
1995 1994 1993
---- ---- ----
New manufactured homes $131,632,000 $ 78,916,000 $ 47,427,000
Used manufactured homes 4,825,000 5,302,000 6,239,000
Homes in progress 2,220,000 2,072,000 1,655,000
Land/homes under
development 2,042,000 1,534,000 697,000
Raw materials and supplies 10,471,000 10,864,000 6,939,000
------------ ------------ ------------
$151,190,000 $ 98,688,000 $ 62,957,000
============ ============ ============
F-4
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
EXHIBITS
ITEM 14(a)(3)
FORM 10-K
ANNUAL REPORT
Commission
For the fiscal year ended File Number
September 30, 1995 1-7444
OAKWOOD HOMES CORPORATION
EXHIBIT INDEX
Exhibit No. Exhibit Description
3.1 Restated Charter of the Registrant dated January 25,
1984 (Exhibit 3.2 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 30, 1984)
3.2 Amendment to Restated Charter of the Registrant dated
February 18, 1988 (Exhibit 3 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended September
30, 1988)
3.3 Amendment to Restated Charter of the Registrant dated
April 23, 1992 (Exhibit 3.3 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended September
30, 1992)
3.4 Amended and Restated Bylaws of the Registrant adopted
February 1, 1995 (Exhibit 3.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
December 31, 1994)
4.1 Shareholder Protection Rights Agreement between the
Registrant and Wachovia Bank of North Carolina, N.A., as
Rights Agent (Exhibit 4.1 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1991)
4.2 Agreement to Furnish Copies of Instruments With Respect
to Long Term Debt (Exhibit 4.3 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994)
31
10.1 Form of Disability Agreement (Exhibit 10.1 to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1984)
10.2 Schedule identifying omitted Disability Agreements which
are substantially identical to the Form of Disability
Agreement and payment schedules under Disability
Agreements (Exhibit 10.2 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended September
30, 1984)
10.3 Form of Retirement Agreement (Exhibit 10.3 to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1984)
10.4 Schedule identifying omitted Retirement Agreements which
are substantially identical to the Form of Retirement
Agreement and payment schedules under Retirement
Agreements (Exhibit 10.4 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended September
30, 1984)
10.5 Oakwood Homes Corporation 1985 Non-Qualified Stock
Option Plan (Exhibit 10.1 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended September
30, 1985)
10.6 Oakwood Homes Corporation 1986 Nonqualified Stock Option
Plan for Non-Employee Directors (Exhibit 10.1 to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1986)
10.7 Oakwood Homes Corporation 1981 Incentive Stock Option
Plan, as amended and restated (Exhibit 10.1 t the
Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1987)
10.8 Oakwood Homes Corporation and Designated Subsidiaries
Deferred Income Plan for Key Employees (Exhibit 10.2 to
the Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1987)
10.9 Form of Employment Agreement (Exhibit 10.4 to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1990)
10.10 Schedule identifying omitted Employment Agreements which
are substantially identical to the
32
Form of Employment Agreement (Exhibit 10.5 to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1990)
10.11 Oakwood Homes Corporation 1990 Director Stock Option
Plan (Exhibit 10.24 to the Registrant's Form S-2 filed
on April 13, 1991)
10.12 Oakwood 1990 Long Term Performance Plan, as amended
(Exhibit 4 to the Registrant's Registration Statement on
Form S-8, filed on August 3, 1992)
10.13 Amended and Restated Executive Retirement Benefit
Employment Agreement between the Registrant and Nicholas
J. St. George (Exhibit 10.21 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended September
30, 1992)
10.14 Amended and Restated Executive Disability Benefit
Agreement between the Registrant and Nicholas J. St.
George (Exhibit 10.22 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended September 30,
1992)
10.15 Executive Retirement Benefit Employment Agreement
between the Registrant and A. Steven Michael (Exhibit 10
to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993)
10.16 Amendment to 1990 Oakwood Long Term Performance Plan
(Exhibit 10.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1993)
10.17 Amendment No. 1 to the Oakwood Homes Corporation and
Designated Subsidiaries Deferred Income Plan for Key
Employees (Exhibit 10.2 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31,
1993)
10.18 Form of Oakwood Homes Corporation and Designated
Subsidiaries Deferred Compensation Agreement for Key
Employees (Exhibit 10.3 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31,
1993)
10.19 Form of First Amendment to Employment Agreement between
the Registrant and each of Nicholas J. St. George and A.
Steven Michael (Exhibit 10.1 to the Registrant's
Quarterly
33
Report on Form 10-Q for the quarter ended December 31,
1993)
10.20 First Amendment to Amended and Restated Executive
Retirement Benefit Employment Agreement between the
Registrant and Nicholas J. St. George (Exhibit 10.2 to
the Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1993)
10.21 First Amendment to Executive Retirement Benefit
Employment Agreement between the Registrant and A.
Steven Michael (Exhibit 10.4 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
December 31, 1993)
10.22 First Amendment to Amended and Restated Executive
Disability Benefit Agreement between the Registrant and
Nicholas J. St. George (Exhibit 10.5 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
December 31, 1993)
10.23 Form of Executive Retirement Benefit Agreement between
the Registrant and each of James D. Casterline, Larry T.
Gilmore, C. Michael Kilbourne, J. Michael Stidham and
Larry M. Walker (Exhibit 10.7 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
December 31, 1993)
10.24 Schedule identifying omitted Executive Retirement
Benefit Employment Agreements which are substantially
identical to the Form of Executive Retirement Benefit
Agreement in Exhibit 10.31 and payment schedules under
Executive Retirement Benefit Employment Agreements
(Exhibit 10.8 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1993)
10.25 Form of Performance Unit Agreement dated November 16,
1993 (Exhibit 10.1 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1994)
10.26 Schedule identifying omitted Performance Unit Agreements
which are substantially identical to the Form of
Performance Unit Agreement and the target number of
performance units under Performance Unit Agreements
(Exhibit 10.2 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1994)
34
* 10.27 Oakwood Homes Corporation Executive Incentive
Compensation Plan (page 36 of teh sequentially numbered
pages)
* 10.28 Oakwood Homes Corporation Key Employee Stock Plan (page
41 of the sequentially numbered pages)
11 Calculation of Earnings Per Share (page 61 of the
sequentially numbered pages)
13 The Registrant's 1995 Annual Report to Shareholders.
This Annual Report to Shareholders is furnished for the
information of the Commission only and, except for the
parts thereof incorporated by reference in this Report
on Form 10-K, is not deemed to be "filed" as a part of
this filing (page 62 of the sequentially numbered pages)
21 List of the Registrant's Subsidiaries (page __ of the
sequentially numbered pages)
23.1 Consent of Price Waterhouse LLP (page __ of the
sequentially numbered pages)
23.2 Consent of Price Waterhouse LLP (page __ of the
sequentially numbered pages)
23.3 Consent of Arthur Andersen LLP (page __ of the
sequentially numbered pages)
23.4 Consent of Allen, Pritchett & Bassett, CPAs (page ___ of
the sequentially numbered pages)
23.5 Consent of William O. Pifer, C.P.A., P.C. (page ___ of
the sequentially numbered pages)
27 Financial Data Schedule (filed in electronic format
only). This schedule is furnished for the information of
the Commission and is not deemed to be "filed" for
purposes of Section 11 of the Securities Act, Section 18
of the Securities Exchange Act of 1934 and Section 323
of the Trust Indenture Act of 1940
35