SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A/A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
OAKWOOD HOMES CORPORATION
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
NORTH CAROLINA 56-0985879
- ----------------------------------------- --------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
7800 McCloud Road, Greensboro, NC 27409-9634
- ----------------------------------------- --------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
Right to Purchase Junior Participating New York Stock Exchange, Inc.
Class A Preferred Stock
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [_]
Securities Act registration statement file number to which this Form relates:
1-7444
Securities to be Registered Pursuant to Section 12(g) of the Act:
None
Item 1. Description of Securities to Be Registered.
On August 8, 1991, the Board of Directors (the "Board") of Oakwood Homes
Corporation (the "Company") authorized the Company to enter into the Shareholder
Protection Rights Agreement, dated as of August 8, 1991 (the "Original Rights
Agreement"), between the Company and Wachovia Bank of North Carolina, N.A., as
rights agent. In connection therewith, the Board authorized and declared a
dividend of one right to purchase Junior Participating Class A Preferred Stock
(a "Right") for each outstanding share of Common Stock of the Company, par value
$.50 per share (the "Common Stock"). Rights were distributed to the shareholders
of record of Common Stock outstanding at the close of business on August 23,
1991. Each Right entitles the registered holder to purchase from the Company one
two-hundredth of a share of Junior Participating Class A Preferred Stock of the
Company, $100 par value (the "Preferred Stock"), at a current exercise price of
$100.00 per one two-hundredth of a share of Preferred Stock as adjusted to date
and subject to any future required adjustment (the "Exercise Price").
On July 24, 2001, the Board approved certain amendments to the Original
Rights Agreement and authorized the Company to enter into an Amendment to the
Original Rights Agreement (the "Amendment"). On July 25, 2001, the Company
entered into the Amendment (the Original Rights Agreement, as amended, is
referred to as the "Rights Agreement") with First Union National Bank, N.A., as
successor rights agent. The amendments to the Original Rights Agreement consist
of extending the term of the Rights Agreement to August 22, 2004, and making
certain other minor changes, including (i) making a specific reference to a
statutory share exchange as a flip-over event, (ii) confirming the Redemption
Price of $.005, (iii) deleting the requirement that the Company send notice to
holders of the Rights upon an adjustment of the Exercise Price, (iv)
conditioning the Rights Agent's obligation to execute amendments or supplements
on receipt of an officer's certificate from the Company stating that such
amendment or supplement is in compliance with the Rights agreement and (v)
requiring the Rights Agent's consent to any amendment or supplement that changes
the duties or liabilities of the Rights Agent under the Rights Agreement.
Currently, the Rights are attached to all currently outstanding shares of
Common Stock and the Rights will be attached to any new shares of Common Stock
representing shares hereafter issued. As of July 31, 2001, there were 9,530,507
shares of Common Stock outstanding.
Until the earliest to occur of (i) the tenth business day following the
public announcement that a Person has become the beneficial owner of 20% or more
of the outstanding shares of Common Stock (an "Acquiring Person"), (ii) the
tenth business day following the public announcement that any Person has
commenced a tender or exchange offer which, if consummated, would result in such
a Person becoming an Acquiring Person, or (iii) the date, following the public
announcement that a Person has become an Acquiring Person, on which (a) the
Company participates in a statutory share exchange with, consolidates with, or
merges with and into any other person, (b) any person participates in a
statutory share exchange, consolidates or merges with and into the Company and
the Company is the continuing or surviving entity of such a merger or (c) the
Company sells, mortgages or otherwise transfers in one or more transactions,
assets or earning power aggregating more than 50% of the assets or earning power
of the Company and its subsidiaries to any other Person (the earliest of such
dates being called the "Separation Time"), the Rights will be evidenced by the
associated share of Common Stock together, in the case of certificates issued
prior to August 23, 1991, with the letter mailed to the shareholders describing
the Rights Agreement (the "Letter to Shareholders"). Until the Separation Time
(or earlier redemption or expiration of the Rights), new Common Stock
certificates issued after August 23, 1991, upon transfer or new issuance of
Common Stock, will contain a notation incorporating the Rights Agreement by
reference.
The Rights Agreement provides that, until the Separation Time (or earlier
redemption or expiration of the Rights), the Rights will be transferred with and
only with the Common Stock. Until the Separation Time (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates
representing shares of Common Stock will also constitute the transfer of the
Rights associated with the Common Stock represented by such certificate. As soon
as practicable following the Separation Time, separate certificates evidencing
the Rights (the "Rights Certificates") will be mailed to holders of record of
the Common Stock as of the close of business at the Separation Time and such
separate Rights Certificate alone will thereafter evidence the Rights.
The Rights are not exercisable until the Separation Time. The Rights will
expire on August 22, 2004 (the "Expiration Time"), unless the Expiration Time is
extended or the Rights are earlier redeemed or exchanged by the Company, in each
case, as described below.
The Exercise Price to be paid upon exercise of the Rights is subject to
adjustment (i) in the event of a share dividend on the Common Stock, (ii) upon a
subdivision of the Common Stock, or (iii) upon the combination of the
outstanding Common Stock into a smaller number of shares of Common Stock. With
certain exceptions, no adjustment in the Exercise Price will be required until
cumulative adjustments require an adjustment of at least 1% in such Exercise
Price. The number of outstanding Rights and the number of Rights and/or
securities or other property purchasable upon exercise of the Rights are also
subject to adjustment in the event of the issuance or distribution of any
securities or assets in respect of, in lieu of or in exchange for Common Stock
(other than pursuant to a regular periodic cash dividend or a dividend paid
solely in Common Stock) whether by dividend, in a reclassification or
recapitalization, or otherwise, occurring in any such case prior to the
Separation Time, as the Board of Directors of the Company deems appropriate to
protect the interests of the Rights holders generally. The Exercise Price is
currently $100.
Preferred Stock purchasable upon the exercise of the Rights will not be
redeemable. Each whole share of Preferred Stock will be entitled to a minimum
preferential quarterly dividend payment of $1.00 per share, and will be entitled
to an aggregate dividend of two hundred times the dividend declared per share of
Common Stock. In the event of liquidation, the holders of the Preferred Stock
will be entitled to the greater of $100 per whole share or two hundred times the
payment to be made per share of Common Stock. Each whole share of Preferred
Stock will have two hundred votes, voting together with the Common Stock.
Finally, in the event of any merger, consolidation, statutory share exchange or
other transaction in which Common Stock is exchanged, each share of Preferred
Stock will be entitled to receive two hundred times the amount received per
share of Common Stock. These rights are protected by customary anti-dilution
provisions.
Because of the nature of the Preferred Stock's dividend and liquidation
rights, the value of the one two-hundredth interest in a share of Preferred
Stock purchasable upon exercise of each Right should approximate the value of
one share of Common Stock.
Following the date ten days after the public announcement that any Person
has become an Acquiring Person, each holder of a Right, other than an Acquiring
Person, whose Rights are void, will thereafter have the right to receive, upon
payment of the Exercise Price, that number of shares of Common Stock having a
market value of two times the Exercise Price. In the event that any Person
becomes an Acquiring Person and the Company is subsequently acquired in a
merger, statutory share exchange or other business combination or transaction or
50% or more of its consolidated assets or earning power are sold, each holder of
a Right, other than an Acquiring Person, whose Rights are void, will thereafter
have the right to receive, upon payment of the Exercise Price, that number of
shares of
capital stock of the acquiring company which at the time of such transaction
have a market value equal to two times the Exercise Price.
At any time after any Person becomes an Acquiring Person and prior to the
acquisition by such Person of 50% or more of the outstanding Common Stock, the
Board of Directors of the Company may exchange the Rights (other than Rights
owned by the Acquiring Person, whose Rights are void), in whole, at an exchange
ratio of one share of Common Stock, or one two-hundredth of a share of Preferred
Stock, per Right (subject to adjustment).
At the option of the Company, fractional shares of Preferred Stock may be
issued upon the exercise of Rights. If the Company elects not to issue
certificates representing fractional shares, it will requisition depositary
receipts representing the fractional shares to be purchased or, in lieu thereof,
payment in cash will be made based on the market price of one share of the stock
issuable upon such exercise on the date of exercise.
At any time prior to the date ten days after the public announcement that
any Person has become an Acquiring Person, the Company may redeem the Rights in
whole, but not in part, at a price of $.005 per Right (the "Redemption Price").
The redemption of the Rights may be made effective at such time, on such basis
and with such conditions as the Board of Directors of the Company in its sole
discretion may establish. Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price in cash.
The terms of the Rights Agreement may be amended by the Company and the
Rights Agent, without the consent of the holders of the Rights, in any respect
prior to the date ten days after the public announcement that any Person has
become an Acquiring Person, including, without limitation, an amendment to lower
the 20% thresholds described above (including the threshold for a Person
becoming an Acquiring Person) to not less than the greater of (i) the largest
percentage of the outstanding Common Stock then known by the Company to be
beneficially owned by any Person or (ii) 10%. In addition, the terms of the
Rights Agreement may be amended at any time in any respect which does not
adversely affect the interests of the holders of the Rights generally.
Until a Right is exercised, the holder thereof, as such, will not have
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to a
tender offer which provides for the acquisition for cash of all of the
outstanding Common Stock held by any person other than the offeror and its
affiliates and which results in such offeror becoming the beneficial owner of
85% or more of the Common Stock then outstanding. The Rights should not
interfere with any merger or other business combination approved by the Board of
Directors since the Rights may be redeemed by the Company at the Redemption
Price prior to the date ten days after the public announcement that a person or
group has become the beneficial owner of 20% or more of the Common Stock.
The Amendment to the Original Rights Agreement is filed herewith as Exhibit
2 and incorporated herein by reference. The Original Rights Agreement was filed
as Exhibit 1 to the Registration Statement on Form 8-A filed by the Company on
August 23, 1991 and is incorporated herein by reference. The foregoing
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to such exhibits.
Item 2. Exhibits.
The following exhibits are filed as part of the Registration Statement:
1 Shareholder Protection Rights Agreement, dated August 22, 1991,
by and between the Registrant and Wachovia Bank of North
Carolina, N.A., together with the Form of Rights Certificate
attached as Exhibit B thereto (Exhibit 1 to the Company's
Registration Statement on Form 8-A filed August 23, 1991).
2 Amendment to Shareholder Protection Rights Agreement dated July
24, 2001 by and between the Registrant and First Union National
Bank, N.A. (filed herewith).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Company has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
OAKWOOD HOMES CORPORATION
By: /s/ Myles E. Standish
-----------------------------
Name: Myles E. Standish
Title: Chief Executive Officer
and President
Dated: August 2, 2001