Reorganized Sale Okwd Inc – ‘S-4/A’ on 9/1/94 – EX-99

As of:  Thursday, 9/1/94   ·   Accession #:  950168-94-300   ·   File #:  33-55177

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Oakwood Homes Corporation S-4/A 89894.1              200    986K 
 2: EX-99       Exhibit 99.2                                           2±     7K 

EX-99   —   Exhibit 99.2

EX-99
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                                                                    EXHIBIT 99.2

GOLDEN WEST HOMES 

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD SEPTEMBER 30, 1994 

  The undersigned hereby appoints Harry E. Karsten, Jr. and Frank D. Jacobs,
and each of them, as proxies, each with the power to appoint his substitute, and
hereby authorizes any of them to represent and to vote, as designated below, all
the shares of the Common Stock, no par value per share (the "Golden West Common 
Stock"), and all the shares of the Preferred Stock, no par value per share (the 
"Golden West Preferred Stock"), of Golden West Homes, a California corporation  
("Golden West"), the undersigned is entitled to vote at the Special Meeting of  
Shareholders of Golden West (the "Special Meeting") to be held on September 30, 
1994, commencing at 9:30 a.m., local time, at the Pacific Club, 4110 MacArthur  
Blvd., Newport Beach, California or any adjournment or postponement thereof.    

THIS PROXY, IF PROPERLY EXECUTED AND DELIVERED, WILL REVOKE ALL PRIOR   
PROXIES.                                                                        

     1. To consider and vote upon a proposal to approve and adopt an Acquisition
    Agreement dated as of August 17, 1994 (the "Acquisition Agreement"),
among Oakwood Homes Corporation, a North Carolina corporation   
     ("Oakwood"), Golden Acquisition Corporation, a California corporation
        and wholly-owned subsidiary of Oakwood ("Oakwood Sub"), Golden West, the
     shareholders of Golden West who will receive Oakwood Common Stock (as
    hereinafter defined) pursuant to the Acquisition Agreement and First
Union National Bank of North Carolina, as Escrow Agent, and the 
    Agreement of Merger attached thereto as Exhibit A, providing for the
        merger of Oakwood Sub with and into Golden West, with Golden West as the
    surviving corporation and continuing as a wholly-owned subsidiary of
   Oakwood. Under the Acquisition Agreement, each share of Golden West
Common and Preferred Stock (other than shares, if any, held by  
      shareholders who perfect their dissenters' rights under the California
    General Corporation Law) will be converted into the right to receive
  .231099373 of one share of Common Stock of Oakwood, $.50 par value
("Oakwood Common Stock").                                       

( ) FOR          ( ) AGAINST          ( ) ABSTAIN           
    (continued and to be signed and dated on the reverse side and returned
        promptly in the enclosed envelope)

Shares represented by all properly executed proxies will be voted in    
accordance with instructions appearing on the proxy and in the discretion of the
proxy holders as to any other matter that may properly come before the Special  
Meeting. IN THE ABSENCE OF SPECIFIC INSTRUCTIONS, PROXIES WILL BE VOTED FOR ITEM
1.                                                                              

Dated:                     ,                                                    
        (SEAL)
             (Signature)
        (SEAL)
             (Signature)
                                       PLEASE SIGN AS NAME(S) APPEAR ON THIS
                                        PROXY, AND DATE THIS PROXY. IF A JOINT
                                         ACCOUNT, EACH JOINT OWNER MUST SIGN. IF
                              SIGNING FOR A CORPORATION OR
                                   PARTNERSHIP AS AGENT, ATTORNEY OR
                                     FIDUCIARY, INDICATE THE CAPACITY IN
                        WHICH YOU ARE SIGNING.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-4/A’ Filing		Date		Other Filings
		9/30/94		10-K
Filed on:		9/1/94
		8/17/94
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