8-K 1 d8k.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2001 ----------------- Oakwood Mortgage Investors, Inc. -------------------------------- (Exact name of registrant as specified in charter) Nevada 333-70496 88-0396566 ------------------------------------------------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 101 Convention Center Drive, Suite 850, Las Vegas, Nevada 89109 ---------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (702) 949-0056 -------------- ================================================================================ (Former name or former address, if changed since last report.) Item 5. Other Events. On December 7, 2001, the Registrant caused the issuance and sale of $165,239,000 aggregate initial principal amount of Senior/Subordinated Pass-Through Certificates, Series 2001-E (the "Certificates") pursuant to the Series 2001-E Pooling and Servicing Agreement, dated as of November 1, 2001 (the "Pooling and Servicing Agreement"), among the Registrant, Oakwood Acceptance Corporation, LLC as Servicer, and JPMorgan Chase Bank, as Trustee, and the related Standard Terms to the Pooling and Servicing Agreement (September 2001 Edition) (the "Standard Terms"). The Certificates evidence, in the aggregate, the entire beneficial ownership interest in OMI Trust 2001-E (the "Trust"), which consists primarily of a pool of Assets transferred to the Trust by the Registrant pursuant to the Pooling and Servicing Agreement. The Assets were purchased by the Registrant in privately-negotiated transactions with OMI Note Trust 2001-A, a Delaware business trust (the "Warehouse Trust"), pursuant to a Sales Agreement, dated as of November 1, 2001, between the Registrant and the Warehouse Trust. Elections will be made to treat certain assets owned by the Trust as "real estate mortgage investment conduits" (each, a "REMIC") under the Internal Revenue Code of 1986, as amended. The Certificates, except for the Class R Certificates, will be designated as the "regular interests" in one such REMIC; provided, however, that the Class M-1 Certificates, the Class M-2 Certificates and the Class B-2 Certificates will represent beneficial ownership of a "regular interest" and the right to receive the Class M-1 Certificateholders' Interest Carryover Amounts, the Class M-2 Certificateholders' Interest Carryover Amounts and the Class B-2 Certificateholders' Interest Carryover Amounts, respectively. The Class R Certificates will be designated as the "residual interests" in each of the REMICs. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-IO, Class M-1, Class M-2 and Class B-1 Certificates are collectively referred to herein as the "Offered Certificates." The Offered Certificates are senior to the Class B-2, Class X and Class R Certificates. The Offered Certificates have been sold by the Registrant to Credit Suisse First Boston Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriters") pursuant to a Terms Agreement, dated as of November 1, 2001, among the Underwriters, the Registrant and OAC, which incorporates by reference the Registrant's Underwriting Agreement Standard Provisions, December 2001. The Class X and Class R Certificates have been transferred to Oakwood Financial Corporation, a Nevada corporation ("OFC") and an affiliate of the Registrant. On the Closing Date, the Trust contained, among other things, the Initial Assets and $41,309,750 on deposit in the Pre-Funding Account. This Pre-Funded Amount was intended to be used for the purchase of Subsequent Assets satisfying criteria specified in the Sales Agreement and the Pooling and Servicing Agreement not later than the earlier of March 7, 2001 or the date on which less than $100,000 remained in the Pre-Funding Account. The Registrant has transferred to the Trustee, on behalf of the Trust, Subsequent Assets on December 19, 2001 with an aggregate Scheduled Principal Balance of $41,309,155 in exchange for that amount of the Pre-Funded Amount. The remaining amount of the Pre-Funded Amount will be paid through to Certificateholders as a prepayment of principal according to the terms of the Pooling and Servicing Agreement. This Current Report on Form 8-K is being filed to update the description of the Assets contained in the Prospectus Supplement. The description of the Assets transferred to the Trust pursuant to the Pooling and Servicing Agreement but not disclosed in the Prospectus Supplement begins on the following page. This table reflects the Subsequent Assets purchased with funds on deposit in the Pre-Funding Account (the "8-K Assets"). Whenever reference is made herein to a percentage of 8-K Assets (or to a percentage of the scheduled principal balance of the 8-K Assets), the percentage is calculated based on the scheduled principal balances ("SPB") of the 8-K Assets as of their Cut-off Dates. In addition, numbers in any columns in the tables below may not sum exactly to the total number at the bottom of the column due to rounding. 8-K Assets All 8-K Assets--Credit Bureau Score /(1)/

~~Page~~Percentage of Number of 8-~~---~~K ~~1.1~~Aggregate ~~Terms~~Scheduled ~~Agreement,~~Asset ~~dated~~Pool ~~November~~by 1,Scheduled ~~2001,~~Credit ~~among~~Bureau ~~the~~Score/(1)/ ~~Registrant,~~Assets ~~Oakwood~~Principal ~~Acceptance~~Balance ~~Corporation,~~Principal ~~LLC~~Balance ~~and~~----------------------------------------- ~~Credit~~------------------ ~~Suisse~~--------------------- ~~First~~---------------------------- ~~Boston~~Not ~~Corporation~~Available/(2)/ ~~and~~28 ~~Merrill~~$ ~~Lynch~~918,940.82 ~~Pierce,~~2.22% ~~Fenner~~3 &or ~~Smith~~30 ~~Incorporated,~~(Insufficient asCredit ~~Underwriters~~History)/(3)/ 77 2,402,497.67 ~~relating~~5.82 341 to ~~the~~500 ~~Offered~~31 ~~Certificates~~1,166,501.03 ~~(related~~2.82 ~~exhibits~~501 ~~available~~to ~~upon~~510 ~~request~~5 of170,886.37 ~~the~~0.41 ~~Registrant)~~511 to 520 10 406,832.81 0.98 521 to 530 16 668,266.88 1.62 531 to 540 10 487,071.74 1.~~.................................~~18 ~~[Electronic~~541 ~~Format]~~to 4550 19 741,591.13 1.80 ~~Copy~~551 ofto ~~the~~560 ~~Series~~6 ~~2001-E~~236,864.26 ~~Pooling~~0.57 ~~and~~561 ~~Servicing~~to ~~Agreement~~570 23 893,789.74 ~~dated~~2.16 as571 ofto ~~November~~580 29 1, ~~2001~~411,288.41 by3.42 ~~and~~581 ~~among~~to ~~the~~590 ~~Registrant~~41 1,865,987.16 ~~Oakwood~~4.52 ~~Acceptance~~591 ~~Corporation,~~to ~~LLC,~~600 as47 ~~Servicer~~2,480,208.20 ~~and~~6.00 ~~JPMorgan~~601 ~~Chase~~to ~~Bank~~610 ~~(related~~40 ~~exhibits~~2,305,724.04 ~~available~~5.58 ~~upon~~611 ~~request~~to of620 ~~the~~39 ~~Trustee)~~2,264,046.04 5.48 621 to 630 34 1,945,390.05 4.71 631 to 640 36 1,964,476.34 4.~~............................~~76 ~~[Electronic~~641 ~~Format]~~to 8650 39 2,206,334.163 ~~Tax~~5.34 ~~Opinion~~651 ofto ~~Messrs~~660 32 1,825,282.90 ~~Hunton~~4.42 &661 ~~Williams~~to 719 156 10,368,986.08 25.~~......................................~~10 ~~[Electronic~~720 ~~Format]~~or ~~23.1~~Greater ~~Consent~~72 of4,578,188.88 ~~Messrs~~11.08 ~~Hunton~~--- &-------------- ~~Williams~~------ ~~(included~~Total in790 ~~Exhibit~~$41,309,155.18 8100.~~1)...................~~00% ~~[Electronic~~=== ~~Format]~~============== =======

___________ (1) The weighted average credit bureau score (excluding the 8-K Assets for which no score was available from the credit bureau and any score below 341) was approximately 641, based on the Aggregate Scheduled Principal Balance as of the Cut-off Date. (2) Oakwood Acceptance Corporation, LLC did not report credit bureau scores with respect to the assets in this stratification. (3) Items coded as 3 or 30 indicate that an attempt to obtain a credit bureau score was made, however, no score could be generated because of insufficient credit history for the applicant. All 8-K Assets--Unit Type

All 8-K Assets--Property Type

All 8-K Assets--Geographical Distribution of Manufactured Homes/(1)/

___________ (1) Based on the mailing address of the obligor on the related 8-K Assets as of the Cut-off Date. All 8-K Assets--Year of Origination of Assets

All 8-K Assets--Distribution of Remaining Loan Balance/(1)/

_____________ (1) The highest remaining asset amount was $195,741.77 which represents approximately 0.47% of the aggregate remaining principal balance of the 8-K Assets as of the Cut-off Date. The average remaining principal amount of the 8-K Assets as of the Cut-Off Date is approximately $52,290.07. All 8-K Assets--Distribution of Original Loan Balance/(1)/

___________ (1) The highest original asset amount was $195,741.00 which represents approximately 0.47% of the aggregate principal balance of the 8-K Assets at origination. The average original principal amount of the 8-K Assets was approximately $52,343.93 as of the Cut-off Date. All 8-K Assets--Current Asset Rates/(1)/

______________ (1) The weighted average current asset rate was approximately 11.05% as of the Cut-off Date. This table reflects the asset rates of the Step-up Rate Loans as of the Cut-off Date and does not reflect any subsequent increases in the asset rates of the Step-up Rate Loans. All 8-K Assets--Remaining Terms to Maturity of Assets (In Months)/(1)/

______________ (1) The weighted average remaining term to maturity of the 8-K Assets was approximately 318 months as of the Cut-off Date. All 8-K Assets--Original Terms to Maturity of Assets (In Months)/(1)/

___________________ (1) The weighted average original term to maturity of the 8-K Assets was approximately 318 months as of the Cut-off Date. All 8-K Assets--Distribution of Original Loan-to-Value Ratios of Assets/(1)/

___________________ (1) The weighted average original Loan-to-Value Ratio of the 8-K Assets was approximately 89.93% as of the Cut-off Date. Repossessed 8-K Assets--Credit Bureau Score/(1)/

__________________ (1) The weighted average credit bureau score (excluding the 8-K Assets for which no score was available from the credit bureau and any score below 341) was approximately 572, based on the Aggregate Scheduled Principal Balance of Repossessed 8-K Assets as of the Cut-off Date. (2) Oakwood Acceptance Corporation, LLC did not report credit bureau scores with respect to the assets in this stratification. (3) Items coded as 3 or 30 indicate that an attempt to obtain a credit bureau score was made, however, no score could be generated because of insufficient credit history for the applicant. Repossessed 8-K Assets--Unit Type

Repossessed 8-K Assets--Property Type

Repossessed 8-K Assets--Geographical Distribution of Manufactured Homes /(1)/ Percentage of Number of Aggregate the Repossessed 8-K Repossessed 8-K Scheduled Assets by Scheduled Geographic Location Assets Principal Balance Principal Balance -------------------------------------------------------------------------------- Alabama 3 $ 111,439.50 1.56% Arizona 7 407,784.41 5.72 Arkansas 7 196,763.43 2.76 Colorado 1 36,302.90 0.51 Delaware 1 32,415.00 0.45 Florida 4 153,912.56 2.16 Georgia 5 170,563.50 2.39 Idaho 1 71,233.70 1.00 Kansas 3 114,928.43 1.61 Kentucky 5 158,009.50 2.22 Louisiana 10 358,897.48 5.03 Michigan 2 121,555.57 1.71 Mississippi 6 211,416.90 2.97 Missouri 3 139,140.03 1.95 Nevada 1 48,403.00 0.68 New Mexico 7 368,779.51 5.17 North Carolina 41 1,309,258.96 18.37 Ohio 8 313,606.04 4.40 Oklahoma 6 251,337.07 3.53 South Carolina 20 687,575.41 9.64 Tennessee 7 235,556.34 3.30 Texas 31 1,142,206.66 16.02 Virginia 8 297,611.64 4.17 Washington 1 62,951.95 0.88 West Virginia 4 127,440.94 1.79 --- ------------- ------ Total 192 $7,129,090.43 100.00% === ============= ======= _____________________ (1) Based on the mailing address of the obligor on the related 8-K Assets as of the Cut-off Date. Repossessed 8-K Assets--Year of Origination of Assets Percentage of Number of Aggregate the Repossessed 8-K Repossessed 8-K Scheduled Assets by Scheduled Year of Origination Assets Principal Balance Principal Balance -------------------------------------------------------------------------------- 2000 2 $ 42,066.04 0.59% 2001 190 7,087,024.39 99.41 --- -------------- ------ Total 192 $ 7,129,090.43 100.00% === ============== ====== ___________________ Repossessed 8-K Assets--Distribution of Remaining Loan Balance /(1)/ Percentage of Number of Aggregate the Repossessed 8-K Repossessed 8-K Scheduled Assets by Scheduled Remaining Loan Balance Assets Principal Balance Principal Balance -------------------------------------------------------------------------------- $10,000.00 - $14,999.99 4 53,200.68 0.75% $15,000.00 - $19,999.99 10 178,012.67 2.50 $20,000.00 - $24,999.99 22 494,657.13 6.94 $25,000.00 - $29,999.99 39 1,074,556.24 15.07 $30,000.00 - $34,999.99 38 1,244,904.61 17.46 $35,000.00 - $39,999.99 21 779,617.44 10.94 $40,000.00 - $44,999.99 13 554,622.21 7.78 $45,000.00 - $49,999.99 11 525,572.87 7.37 $50,000.00 - $54,999.99 8 423,195.18 5.94 $55,000.00 - $59,999.99 9 510,931.41 7.17 $60,000.00 - $64,999.99 6 377,446.60 5.29 $65,000.00 - $69,999.99 2 135,055.35 1.89 $70,000.00 - $74,999.99 3 217,856.61 3.06 $75,000.00 - $79,999.99 2 154,610.00 2.17 $80,000.00 - $84,999.99 2 161,954.15 2.27 $95,000.00 - $99,999.99 1 97,934.00 1.37 $100,000.00 or more 1 144,963.28 2.03 --- -------------- ------ Total 192 $ 7,129,090.43 100.00% === ============== ====== ___________________ (1) The highest remaining asset amount was $144,963.28 which represents approximately 2.03% of the aggregate remaining principal balance of the Repossessed 8-K Assets as of the Cut-off Date. The average remaining principal amount of the Repossessed 8-K Assets as of the Cut-Off Date is approximately $37,130.68. Repossessed 8-K Assets--Distribution of Original Loan Balance /(1)/ Percentage of Number of Aggregate the Repossessed 8-K Repossessed 8-K Scheduled Assets by Scheduled Original Loan Balance Assets Principal Balance Principal Balance -------------------------------------------------------------------------------- $10,000.00 - $14,999.99 3 $ 41,078.11 0.58% $15,000.00 - $19,999.99 11 190,135.24 2.67 $20,000.00 - $24,999.99 22 494,657.13 6.94 $25,000.00 - $29,999.99 39 1,074,556.24 15.07 $30,000.00 - $34,999.99 37 1,209,958.64 16.97 $35,000.00 - $39,999.99 22 814,563.41 11.43 $40,000.00 - $44,999.99 13 554,622.21 7.78 $45,000.00 - $49,999.99 11 525,572.87 7.37 $50,000.00 - $54,999.99 8 423,195.18 5.94 $55,000.00 - $59,999.99 9 510,931.41 7.17 $60,000.00 - $64,999.99 6 377,446.60 5.29 $65,000.00 - $69,999.99 2 135,055.35 1.89 $70,000.00 - $74,999.99 3 217,856.61 3.06 $75,000.00 - $79,999.99 2 154,610.00 2.17 $80,000.00 - $84,999.99 2 161,954.15 2.27 $95,000.00 - $99,999.99 1 97,934.00 1.37 $100,000.00 or more 1 144,963.28 2.03 --- -------------- ------ Total 192 $ 7,129,090.43 100.00% === ============== ====== _______________________ (1) The highest original asset amount was $145,075.00 which represents approximately 2.03% of the aggregate principal balance of the Repossessed 8-K Assets at origination. The average original principal amount of the Repossessed 8-K Assets was approximately $37,186.95 as of the Cut-off Date. Repossessed 8-K Assets--Current Asset Rates /(1)/ Percentage of Number of Aggregate the Repossessed 8-K Repossessed 8-K Scheduled Assets by Scheduled Current Asset Rate Assets Principal Balance Principal Balance -------------------------------------------------------------------------------- 8.000% - 8.999% 1 $ 144,963.28 2.03% 10.000% - 10.999% 3 204,936.41 2.87 11.000% - 11.999% 7 472,764.62 6.63 12.000% - 12.999% 17 766,313.08 10.75 13.000% - 13.999% 11 415,750.99 5.83 14.000% - 14.999% 36 1,775,432.65 24.90 15.000% - 15.999% 46 1,260,665.16 17.68 16.000% or more 71 2,088,264.24 29.29 --- ------------- ------ Total 192 $7,129,090.43 100.00% === ============= ====== _______________ (1) The weighted average current asset rate was approximately 14.53% as of the Cut-off Date. This table reflects the asset rates of the Step-up Rate Loans as of the Cut-off Date and does not reflect any subsequent increases in the asset rates of the Step-up Rate Loans. Repossessed 8-K Assets--Remaining Terms to Maturity of Assets (In Months) /(1)/ Percentage of Number of Aggregate the Repossessed 8-K Repossessed 8-K Scheduled Assets by Scheduled Remaining Term to Maturity Assets Principal Balance Principal Balance -------------------------------------------------------------------------------- 61 - 96 1 $ 15,206.00 0.21% 97 - 120 5 123,503.03 1.73 121 - 156 23 485,674.96 6.81 157 - 180 33 870,781.72 12.21 181 - 216 1 27,629.00 0.39 217 - 240 66 2,218,648.57 31.12 241 - 300 42 1,965,913.96 27.58 301 - 360 21 1,421,733.19 19.94 --- ------------- ------ Total 192 $7,129,090.43 100.00% === ============= ====== ______________ (1) The weighted average remaining term to maturity of the Repossessed 8-K Assets was approximately 264 months as of the Cut-off Date. Repossessed 8-K Assets--Original Terms to Maturity of Assets (In Months) /(1)/ Percentage of Number of Aggregate the Repossessed 8-K Repossessed 8-K Scheduled Assets by Scheduled Original Term to Maturity Assets Principal Balance Principal Balance -------------------------------------------------------------------------------- 61 - 96 1 $ 15,206.00 0.21% 97 - 120 5 123,503.03 1.73 121 - 156 23 485,674.96 6.81 157 - 180 33 870,781.72 12.21 181 - 216 1 27,629.00 0.39 217 - 240 66 2,218,648.57 31.12 241 - 300 42 1,965,913.96 27.58 301 - 360 21 1,421,733.19 19.94 --- ------------- ------ Total 192 $7,129,090.43 100.00% === ============= ====== ____________________ (1) The weighted average original term to maturity of the Repossessed 8-K Assets was approximately 264 months as of the Cut-off Date. Repossessed 8-K Assets--Distribution of Original Loan-to-Value Ratios of Assets /(1)/ Percentage of Number of Aggregate the Repossessed 8-K Repossessed 8-K Scheduled Assets by Scheduled Loan-to-Value Ratio(1) Assets Principal Balance Principal Balance -------------------------------------------------------------------------------- 56% - 60% 1 $ 25,848.00 0.36% 61% - 65% 1 144,963.28 2.03 76% - 80% 2 52,392.63 0.73 81% - 85% 2 71,502.94 1.00 86% - 90% 9 301,950.52 4.24 91% - 95% 67 2,423,176.50 33.99 96% - 100% 110 4,109,256.56 57.64 --- ------------- ------ Total 192 $7,129,090.43 100.00% === ============= ====== ____________________ (1) The weighted average original Loan-to-Value Ratio of the Repossessed 8-K Assets was approximately 95.32% as of the Cut-off Date. Non Repossessed 8-K Assets--Credit Bureau Score /(1)/

____________________ (1) The weighted average credit bureau score (excluding the 8-K Assets for which no score was available from the credit bureau and any score below 341) was approximately 652, based on the Aggregate Scheduled Principal Balance of Non Repossessed 8-K Assets as of the Cut-off Date. (2) Oakwood Acceptance Corporation, LLC did not report credit bureau scores with respect to the assets in this stratification. (3) Items coded as 3 or (3) indicate that an attempt to obtain a credit bureau score was made, however, no score could be generated because of insufficient credit history for the applicant. Non Repossessed 8-K Assets--Unit Type

Non Repossessed 8-K Assets--Property Type

Non Repossessed 8-K Assets--Geographical Distribution of Manufactured Homes/(1)/

___________ /(1)/ Based on the mailing address of the obligor on the related 8-K Asset as of the Cut-off Date. Non Repossessed 8-K Assets--Year of Origination of Assets

Non Repossessed 8-K Assets--Distribution of Remaining Loan Balance/(1)/

_____________ /(1)/ The highest remaining asset amount was $195,741.77 which represents approximately 0.57% of the aggregate remaining principal balance of the Non Repossessed 8-K Assets as of the Cut-off Date. The average remaining principal amount of the Non Repossessed 8-K Assets as of the Cut-Off Date is approximately $57,157.30. Non Repossessed 8-K Assets--Distribution of Original Loan Balance/(1)/

_____________________ /(1)/ The highest original asset amount was $195,741.00 which represents approximately 0.57% of the aggregate principal balance of the Non Repossessed 8-K Assets at origination. The average original principal amount of the Non Repossessed 8-K Assets was approximately $57,210.38 as of the Cut-off Date. Non Repossessed 8-K Assets--Current Asset Rates/(1)/

_________________ /(1)/ The weighted average current asset rate was approximately 10.32% as of the Cut-off Date. This table reflects the asset rates of the Step-up Rate Loans as of the Cut-off Date and does not reflect any subsequent increases in the asset rates of the Step-up Rate Loans. Non Repossessed 8-K Assets--Remaining Terms to Maturity of Assets (In Months)/(1)/

_____________ /(1)/ The weighted average remaining term to maturity of the Non Repossessed 8-K Assets was approximately 329 months as of the Cut-off Date. Non Repossessed 8-K Assets--Original Terms to Maturity of Assets (In Months) /(1)/

_______________ (1) The weighted average original term to maturity of the Non Repossessed 8-K Assets was approximately 329 months as of the Cut-off Date. Non Repossessed 8-K Assets--Distribution of Original Loan-to-Value Ratios of Assets /(1)/

_______________ (1) The weighted average original Loan-to-Value Ratio of the Non Repossessed 8-K Assets was approximately 88.81% as of the Cut-off Date. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement or, if not defined in the Pooling and Servicing Agreement, the meanings assigned to them in the Standard Terms or the Prospectus Supplement. 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 thereunto duly authorized. December 19, 2001 OAKWOOD MORTGAGE INVESTORS, INC. By: /s/ Dennis Hazelrigg -------------------------------- Name: Dennis Hazelrigg Title: President

Filing Compare · OAKWOOD MORTGAGE INVESTORS INC