8-K 1 d8k.txt FORM 8-K FOR PE 06/14/2002 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): June 14, 2002 ------------- 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 May 31, 2002, the Registrant caused the issuance and sale of $235,271,000 aggregate initial principal amount of Senior/Subordinated Pass-Through Certificates, Series 2002-B (the "Certificates") pursuant to the Series 2002-B Pooling and Servicing Agreement, dated as of May 1, 2002 (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 2002-B (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 May 1, 2002, between the Registrant and the Warehouse Trust. Elections will be made to treat certain assets owned by the Trust as two or more "real estate mortgage investment conduits" (the "REMICs") 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 the upper tier REMIC; provided, however, that the Class B-2 Certificates will represent beneficial ownership of a "regular interest" and the right to receive the Class B-2 Certificateholders' Interest Carryover Amounts. 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 May 20, 2002, among the Underwriters, the Registrant and OAC, which incorporates by reference the Registrant's Underwriting Agreement Standard Provisions, February 2002. The Class B-2, Class X and Class R Certificates initially were 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 $58,817,750 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 August 14, 2002 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 June 14, 2002 with an aggregate Scheduled Principal Balance of $58,817,700.58 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)/

~~Initial~~Percentage ~~Certificate~~of ~~Designation~~Number ~~Pass~~of 8-~~Through~~K ~~Rate~~Aggregate Scheduled Asset Pool by Scheduled Credit Bureau Score Assets Principal Balance Principal Balance ----------------------------------------- ------------------ --------------------- ~~Class A~~-1--------------------------- Not Available/(12)/ 125 $ 4,199,818.88 7.14% 341 to 500 56 2,311,107.62 3.93 501 to 510 17 640,~~300~~652.53 1.09 511 to 520 18 580,~~000~~436.04 ~~Class~~0.99 A-521 to 530 21 833,553.76 1.42 531 to 540 21 760,962.32 1.29 541 to 550 17 751,582.37 1.28 551 to 560 29 1,243,053.69 2.11 (561 to 570 37 1,728,374.20 2).94 ~~$50~~571 to 580 34 1,~~200~~562,~~000~~212.09 ~~Class~~2.66 ~~A-3~~581 ~~(3)~~to ~~$22~~590 31 1,~~500~~586,~~000~~289.97 ~~Class~~2.70 A-591 to 600 46 2,724,050.93 4.63 (601 to 610 45 2,515,394.07 4).28 ~~$31~~611 to 620 44 2,~~806~~265,~~000~~758.94 ~~Class~~3.85 ~~A-IO~~621 ~~(5)~~to ~~(5)~~630 ~~Class~~45 ~~M-1~~2,728,850.59 ~~(6)~~4.64 ~~$24~~631 to 640 47 2,~~896~~526,~~000~~011.38 ~~Class~~4.29 M-641 to 650 55 2,723,881.09 ~~(7)~~4.63 ~~$17~~651 to 660 68 3,~~428~~707,~~000~~772.29 ~~Class~~6.30 ~~B-1~~661 ~~(8)~~to ~~$11~~719 237 15,~~826~~045,~~000~~076.26 ~~Class~~25.58 ~~B-2~~720 ~~(9)~~or ~~$14~~Greater 134 8,~~315~~382,~~000~~861.56 ~~Class~~14.25 X--- ~~(10)~~------------ ~~(10)~~----- ~~Class~~Total R1,127 ~~(11)~~$58,817,700.58 ~~(11)~~100.00% ===== ============== ======

(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 645, 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. All 8-K Assets--Unit Type

~~Page~~Percentage ~~----~~of ~~1.1~~Aggregate ~~Terms~~Scheduled ~~Agreement,~~Asset ~~dated~~Pool ~~May~~by ~~20,~~Scheduled ~~2002,~~Unit ~~among~~Type ~~the~~Number ~~Registrant,~~of ~~Oakwood~~8-K ~~Acceptance~~Assets ~~Corporation,~~Principal ~~LLC~~Balance ~~and~~Principal ~~Credit~~Balance ~~Suisse~~--------------------------------------------------------------------------------------------------------------- ~~First~~Multi-section ~~Boston~~home ~~Corporation~~664 ~~and Merrill Lynch~~$43, ~~Pierce~~402,824.61 ~~Fenner~~73.79% &Single-section ~~Smith~~home ~~Incorporated,~~463 ~~as Underwriters~~15, ~~relating to the Offered Certificates (related exhibits available upon request of the Registrant)~~ 414,875.~~......................................~~97 ~~[Electronic Format] 4~~26.121 ~~Copy~~--- of------------- ~~the Series 2002~~-B---- ~~Pooling~~Total ~~and Servicing Agreement, dated as of May~~ 1,127 ~~2002~~$58, ~~by and among the Registrant~~817, ~~Oakwood Acceptance Corporation, LLC, as Servicer, and JPMorgan Chase Bank (related exhibits available upon request of the Trustee)~~ 700.~~................................~~58 ~~[Electronic Format] 8~~100.100% ~~Tax~~===== ~~Opinion~~============== ~~of Messrs. Hunton & Williams ........................................ [Electronic Format] 23.1 Consent of Messrs. Hunton & Williams (included in Exhibit 8.1) .................. [Electronic Format]~~======

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 $249,076.03 which represents approximately 0.42% 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 $52,189.62. All 8-K Assets--Distribution of Original Loan Balance/(1)/

(1) The highest original asset amount was $249,076.00 which represents approximately 0.42% of the aggregate principal balance of the 8-K Assets at origination. The average original principal amount of the 8-K Assets was approximately $52,204.78 as of the Cut-off Date. All 8-K Assets--Current Asset Rates/(1)/

(1) The weighted average current asset rate was approximately 11.25% 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 321 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 321 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 89.21% 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 561, 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. Repossessed 8-K Assets--Unit Type

Repossessed 8-K Assets--Property Type

Repossessed 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. Repossessed 8-K Assets--Year of Origination of Assets

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

(1) The highest remaining asset amount was $101,895.00 which represents approximately 1.11% 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 $35,305.72. Repossessed 8-K Assets--Distribution of Original Loan Balance/(1)/

(1) The highest original asset amount was $101,895.00 which represents approximately 1.11% 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 $35,312.68 as of the Cut-off Date. Repossessed 8-K Assets--Current Asset Rates/(1)/

(1) The weighted average current asset rate was approximately 14.82% 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)/

(1) The weighted average remaining term to maturity of the Repossessed 8-K Assets was approximately 253 months as of the Cut-off Date. Repossessed 8-K Assets--Original Terms to Maturity of Assets (In Months)/(1)/

(1) The weighted average original term to maturity of the Repossessed 8-K Assets was approximately 253 months as of the Cut-off Date. 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 Repossessed 8-K Assets was approximately 94.23% 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 657, 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. 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 $249,076.03 which represents approximately 0.50% 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 $57,278.19. Non Repossessed 8-K Assets--Distribution of Original Loan Balance/(1)/

(1) The highest original asset amount was $249,076.00 which represents approximately 0.50% 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 $57,295.81 as of the Cut-off Date. Non Repossessed 8-K Assets--Current Asset Rates/(1)/

(1) The weighted average current asset rate was approximately 10.59% 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 333 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 334 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 88.28% 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. Date: June 14, 2002 OAKWOOD MORTGAGE INVESTORS, INC. By: /s/ Dennis Hazelrigg ---------------------------- Name: Dennis Hazelrigg Title: President

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