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 30, 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 30, 2004, Fleetwood Enterprises, Inc. called for redemption
an additional $100,000,000 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. Fleetwood had previously, on March
9, 2004, called $50,000,000 aggregate liquidation amount of the securities
for redemption.
Item 7. Exhibits.
(c) Exhibits. The following exhibit is being furnished herewith:
Exhibit 99.1 Press release of Fleetwood Enterprises, Inc. issued March
30, 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 30, 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 REDEMPTION
OF REMAINING 9.5% CONVERTIBLE TRUST III PREFERRED SECURITIES
Riverside, Calif., March 30, 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 the remainder of its $150 million issue of 9.5% Convertible
Trust III Preferred Securities. The redemption price will be equal to
106.333% of the $50 liquidation amount of each trust security plus accrued
and unpaid distributions to, but excluding, the redemption date. On March 10,
2004, the Company announced a partial redemption of $50 million in aggregate
liquidation amount of these securities. The redemption date on that earlier
call is April 8, 2004.
The Company further announced that since the announcement of the partial
call, holders of an aggregate of $102 million liquidation amount of the Trust
III securities have agreed in privately negotiated transactions to convert
the securities into Fleetwood common stock. Of this amount, $33 million
liquidation amount was subject to the initial $50 million call.
In connection with the call for redemption of the remainder of its $150
million issue of Trust III securities, the Company will redeem $103,092,800
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 the remaining $100,000,000 aggregate
liquidation amount of its currently outstanding 9.5% Convertible Trust III
Preferred Securities and $3,092,800 of its 9.5% Convertible Common
Securities. The Preferred Securities and the Common Securities will be
redeemed on April 29, 2004, at a redemption price equal to 106.333% of the
$50 liquidation amount of each trust 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 28, 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 called for redemption on April 29, 2004, that are
converted into Fleetwood common stock between March 30, 2004, and 5:00 p.m.,
New York City time, on April 28, 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 on April 29, 2004, who
do not convert their securities into Fleetwood common stock will have such
securities redeemed on April 29, 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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