SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 29, 2001
OR
__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number 1-7699
FLEETWOOD ENTERPRISES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 95-1948322
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3125 Myers Street, Riverside, California 92503-5527
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (909) 351-3500
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common stock, $1 par value New York Stock Exchange, Inc.
Pacific Exchange, Inc.
Preferred share purchase rights New York Stock Exchange, Inc.
Pacific Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes___X___ No _______
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation 8-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of the Form
10-K or any amendment to this Form 10-K. X
Aggregate market value of Common stock held by non-affiliates on July 26,
2001: $502,931,059 (32,657,861 shares at closing price on New York Stock
Exchange of $15.40). For this purpose all shares held by officers and
directors are considered to be held by affiliates, but neither the registrant
nor such persons concede that they are affiliates of the registrant.
Common stock outstanding on July 26, 2001: 32,759,196 shares
Documents incorporated by reference:
Information required by Part III is incorporated by reference to
portions of the registrant's Proxy Statement with respect to its 2001 Annual
Meeting, which will be filed no later than 120 days after the
close of the registrant's fiscal year ended April 29, 2001.
This amendment on Form 10-K/A is filed to add Schedule II - Valuation
and Qualifying Accounts.
Schedule II - Valuation and Qualifying Accounts
Additions
Balance at charged to Balance at
beginning costs and Payment or end
of period expenses utilization of period
Fiscal year ended April 29,2001:
Product warranty reserves $63,492 $101,064 $(104,738) $59,818
Insurance reserves 26,241 77,834 (75,552) 28,523
Fiscal year ended April 30, 2000:
Product warranty reserves 59,631 122,687 (118,826) 63,492
Insurance reserves 26,429 80,451 (80,639) 26,241
Fiscal year ended April 25, 1999:
Product warranty reserves 52,232 114,040 (106,641) 59,631
Insurance reserves 26,880 67,008 (67,459) 26,429
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Fleetwood Enterprises, Inc.
Registrant
By ______________________
Boyd R. Plowman
Senior Vice President-Finance
and Chief Financial Officer
Date: September 11, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
______________________ Chairman September 11, 2001
Glenn F. Kummer
______________________ President, Chief Executive September 11, 2001
Nelson W. Potter Officer and Director
(Principal Executive
Officer)
___________________ Senior Vice President-Finance,
Boyd R. Plowman Chief Financial Officer and
Assistant Secretary
(Principal Financial and
Accounting Officer) September 11, 2001
___________________ Director September 11, 2001
Paul D. Borghesani
___________________ Director September 11, 2001
Douglas M. Lawson
___________________ Director September 11, 2001
Walter F. Beran
___________________ Director September 11, 2001
John T. Montford
REPORT OF ARTHUR ANDERSEN LLP, INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors and Shareholders of
Fleetwood Enterprises, Inc.
We have audited in accordance with auditing standards generally accepted in
the United States, the consolidated financial statements of Fleetwood
Enterprises, Inc. and subsidiaries as of April 29, 2001 and April 30, 2000 and
for each of the three years in the period ended April 29, 2001, included in
this Form 10-K and have issued our report thereon dated July 30, 2001. Our
audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The schedule listed in the index of financial
statements is the responsibility of the Company's management and is presented
for purposes of complying with the Securities and Exchange Commission's rules
and is not part of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, fairly states in all material
respects the financial data required to be set forth therein in relation to
the basic financial statements taken as a whole.
Orange County, California
July 30, 2001
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Financial Statements
(1) Financial Statements included in Part II of this report:
Report of Independent Public Accountants
Consolidated Statements of Income for each of the three
years in the period ended April 29, 2001
Consolidated Balance Sheets at April 29, 2001, and
April 30, 2000
Consolidated Statements of Cash Flows for each of the
three years in the period ended April 29, 2001
Consolidated Statements of Changes in Shareholders'
Equity for each of the three years in the period
ended April 29, 2001
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts
Report of Independent Accountants on Financial
Statement Schedule
Financial statement schedules not filed have been
omitted for the reason that the required
information is inapplicable or the information is
included in the financial statements or
notes thereto.
(3) Exhibits and Index to Exhibits*:
3. (a) Restated Certificate of Incorporation.(1)
(b) Amendment to Restated Certificate of Incorporation.(2)
(c) Restated Bylaws of the Company.(2)
(d) Amendment and Restatement of Article VII of Bylaws
filed herewith.
(e) Amendment and Restatement of Section 3.02 of Bylaws
filed herewith.
4. (a) Rights Agreement dated as of September 15, 1998, between
the Company and the First National Bank of Boston.(3)
(b) Amendment to Rights Agreement dated as of April 30, 2001,
between Fleet National Bank (f/k/a First National Bank of
Boston) and the Company.(4)
(c) Amended Certificate of Designation, Preferences and Rights
of Series A Junior Participating Preferred Stock filed
herewith.
9. Not applicable.
10. Material Contracts.
(a) Form of employment agreement between the Company and
senior executive officers filed herewith.
(b) Form of employment agreement re: change in control
between the Company and senior officers filed herewith.
(c) Amended and Restated Deferred Compensation Plan.(5)
(d) Amended and Restated Supplemental Benefit Plan.(5)
(e) Amended and Restated Long-Term Incentive Compensation
Plan.(5)
(f) Amended and Restated Benefit Restoration Plan.(5)
(g) Amended and Restated 1992 Stock-Based Incentive
Compensation Plan filed herewith.
(h) Amended and Restated 1992 Non-Employee Director Stock
Option Plan filed herewith.
(i) Senior Executive Incentive Compensation Plan.(6)
(j) Operating Agreement between Fleetwood Enterprises, Inc.
and Fleetwood Credit Corp.(7)
(k) Form of Indemnification Agreement filed herewith.
(l) Operating Agreement dated as of February 7, 2001,
between the Company and Associated Dealers, Inc. (ADI)
filed herewith.
(m) Credit Agreement dated as of July 27, 2001, between
and among the Company and Bank of America, N.A.,
(Administrative Agent), CIT Group/Business Credit,
Inc., Citicorp USA, Inc., Foothill Capital Corporation,
and Heller Financial, Inc. filed herewith.
11. Not applicable.
12. Not applicable.
13. Not applicable.
18. Not applicable.
19. Not applicable.
21. Subsidiaries of the Registrant.
22. Not applicable.
23. Consent of independent public accountants.
24. Not applicable.
(b) Reports on Form 8-K
On March 1, 2001, the Company filed a report on Form 8-K regarding
downgraded credit ratings announced by Moody's and Standard & Poor's.
____________
* These documents were included with previous filings as shown below
and are hereby incorporated by reference:
(1) Item 3 (a): Filed with the Company's 10-K Annual Report for
the year ended April 28, 1985 (File No. 001-07699
and incorporated herein by reference).
(2) Items 3(b)
and 3(c): Filed with the Company's 10-K Annual Report for
the year ended April 26, 1987 (File No. 001-07699
and incorporated herein by reference).
(3) Item 4(a) Filed with the Company's registration statement on
Form 8-A on October 28, 1998 (File No. 001-07699 and
incorporated herein by reference).
(4) Item 4(b): Filed with the Company's report on Form 8-K on
May 30, 2001 (File No. 001-07699 and incorporated
herein by reference).
(5) Items 10(c),
10(d), 10(e)
and 10(f): Filed with the Company's 10-K Annual Report for the year
ended April 28, 1996 (File No. 001-07699 and incorporated
herein by reference).
(6) Item 10(i) Filed with the Company's 10-K Annual Report for the
year ended April 24, 1994 (File No. 001-07699 and
incorporated herein by reference).
(7) Item 10(j) Filed with the Company's 10-K Annual Report on
June 7, 1996 (File No. 001-07699 and incorporated
herein by reference).