SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): April 1, 1998
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OAKWOOD HOMES CORPORATION
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(Exact name of Registrant as Specified in Charter)
North Carolina 1-7444 56-0985879
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
7800 McCloud Road, Greensboro, NC 27409-9634
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (336) 664-2400
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Item 2. Acquisition or Disposition of Assets.
On April 1, 1998, the Registrant consummated its acquisition of Schult
Homes Corporation, an Indiana corporation ("Schult"), pursuant to an Acquisition
Agreement dated as of January 5, 1998 by and among the Registrant, Schult and A&
B Acquisition Corp., an Indiana corporation and a wholly-owned subsidiary of the
Registrant (the "Acquisition Agreement"). Pursuant to the Acquisition Agreement,
A & B Acquisition Corp. was merged with and into Schult, with Schult surviving
as a wholly-owned subsidiary of the Registrant, and each share of Schult Common
Stock outstanding at the effective time of the merger was converted into the
right to receive $22.50 in cash. Options to purchase shares of Schult Common
Stock outstanding at the effective time of the merger were assumed by Oakwood
and converted into options to purchase 0.6792 shares of Oakwood Common Stock for
each share of Schult Common Stock purchasable pursuant to the option, and the
stock option exercise price was adjusted by dividing the option exercise price
by 0.6792.
The merger consideration was determined following arms' length
negotiations between the Registrant and Schult, and receipt by Schult of an
opinion from ABN AMRO Chicago Corporation that the consideration to be received
by the Schult shareholders was fair from a financial point of view. As of the
effective time of the merger, there were 4,492,416 shares of Schult Common Stock
issued and outstanding. The cash merger consideration of $101,079,360 was
obtained from financing provided by NationsBank Corporation and the Registrant's
operating capital. Prior to the merger, Schult Common Stock was traded on the
American Stock Exchange.
Schult was the eighth largest manufacturer of manufactured homes in the
United States. Schult manufactured and distributed, through independent
retailers, both manufactured homes and modular homes, serving nationwide markets
with manufacturing facilities in Middlebury and Etna Green, Indiana; Milton and
Lewiston, Pennsylvania; Redwood Falls, Minnesota; Navasota, Texas; Plainville,
Kansas; Buckeye, Arizona; and Hermiston, Oregon. The Registrant currently
intends to continue to use the assets of Schult for the manufacturing and
distribution of manufactured and modular homes.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired. None required to be
filed.
(b) Pro Forma Financial Information. None required to be filed.
(c) Exhibits.
2. Acquisition Agreement dated as of January 5, 1998 by
and among Oakwood Homes Corporation, A & B
Acquisition Corp. and Schult Homes Corporation.
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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: April 10, 1998 By: /s/ C. Michael Kilbourne
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C. Michael Kilbourne
Executive Vice President and Chief
Financial Officer
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC
EXHIBITS
CURRENT REPORT
ON
FORM 8-K
Date of Event Reported: Commission File Number:
April 1, 1998 1-7444
OAKWOOD HOMES CORPORATION
EXHIBIT INDEX
Exhibit No. Exhibit Description
2 Acquisition Agreement dated
as of January 5, 1998 by
and among Oakwood Homes
Corporation, A & B
Acquisition Corp. and
Schult Homes Corporation.
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