SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 9, 2004
FLEETWOOD ENTERPRISES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-07699 95-1948322
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(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation) Number)
3125 Myers Street, Riverside, California 92503-5527
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (909) 351-3500
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On March 9, 2004, Fleetwood Enterprises, Inc. called for redemption
$50,000,000 aggregate liquidation amount of the $150,000,000 series of its
9.5% convertible trust preferred securities. A copy of the press release
announcing the redemption is attached as Exhibit 99.1 hereto and is
incorporated herein by reference.
Item 7. Exhibits.
(c) Exhibits. The following exhibit is being furnished herewith:
Exhibit 99.1 Press release of Fleetwood Enterprises, Inc. issued March
10, 2004.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this current report to be signed on its behalf by
the undersigned hereunto duly authorized.
FLEETWOOD ENTERPRISES, INC.
Date: March 10, 2004 By: /s/ Leonard J. McGill
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Leonard J. McGill
Senior Vice President-Corporate
Finance; Chief Governance Officer
Exhibit 99.1
FLEETWOOD CAPITAL TRUST III CALLS FOR PARTIAL REDEMPTION
OF 9.5% CONVERTIBLE TRUST III PREFERRED SECURITIES
Riverside, Calif., March 10, 2004 - Fleetwood Enterprises, Inc. (NYSE: FLE),
the nation's leader in recreational vehicle sales and a leading producer and
retailer of manufactured housing, today announced that it has called for the
redemption of $50 million in aggregate liquidation amount of its $150 million
issue of 9.5% Convertible Trust III Preferred Securities. The redemption
price per security is $53.17, plus accrued but unpaid distributions.
The Company will redeem $51,546,400 aggregate principal amount of its 9.5%
Convertible Trust III Subordinated Debentures due 2013 held by its
subsidiary, Fleetwood Capital Trust III, and Fleetwood Capital Trust III will
redeem $50,000,000 aggregate liquidation amount of its currently outstanding
9.5% Convertible Trust III Preferred Securities and $1,546,400 of its 9.5%
Convertible Common Securities. The Preferred Securities and the Common
Securities will be redeemed on April 8, 2004, at a redemption price equal to
106.333% of the $50 liquidation amount of each trust security (or $53.17 per
security) plus accrued and unpaid distributions to, but excluding, the
redemption date.
Each Preferred Security (liquidation amount $50 per security) is convertible
into common stock at the rate of 4.826255 shares of common stock (equivalent
to a conversion price of $10.36 per share of common stock). Prior to 5:00
p.m., New York City time, on April 7, 2004, holders of Preferred Securities
called for redemption may convert their securities into shares of Fleetwood
common stock by delivering a conversion request, together with such
securities being converted, to The Bank of New York, as conversion agent, in
accordance with the terms of the securities. Notice of redemption has been
given to the registered holder of the Preferred Securities.
Any Preferred Securities converted into Fleetwood common stock between March
9, 2004, and 5:00 p.m., New York City time, on April 7, 2004, shall be deemed
securities selected for redemption on the redemption date and holders shall
not be entitled to receive the redemption price for those securities, nor to
have any other securities outstanding on the redemption date redeemed in lieu
of such converted securities. On and after the redemption date, distributions
on the redeemed securities will no longer accrue, such redeemed securities
will no longer be deemed outstanding, and all rights with respect thereto
will cease.
Holders of Preferred Securities called for redemption who do not convert
their securities into Fleetwood common stock will have such securities
redeemed on April 8, 2004. Upon redemption, they will receive 106.333% of the
$50 liquidation amount per Preferred Security plus accrued and unpaid
distributions to, but excluding, the redemption date. No further
distributions will accrue thereafter on Preferred Securities called for
redemption.
About Fleetwood
Fleetwood Enterprises, Inc., a Fortune 1000 company headquartered in
Riverside, Calif., is a leading manufacturer of a full range of recreational
vehicles from motor homes to travel and folding trailers, and is a vertically
integrated manufacturer, retailer and financier of manufactured housing. The
Company is dedicated to providing quality, innovative products that offer a
high value quotient to our customers. Fleetwood operates facilities
strategically located throughout the nation, including recreational vehicle
and manufactured housing plants, retail home centers, and supply subsidiary
plants. For more information, visit the Company's Website at
www.fleetwood.com.
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