UNITED STATES
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): March 30, 2005
FLEETWOOD ENTERPRISES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-7699 95-1948322
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation) Number)
3125 Myers Street, Riverside, California 92503-5527
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (951) 351-3500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the Registrant under any of the following
provisions:
__ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
__ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
__ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
__ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
INFORMATION INCLUDED IN THIS REPORT
Item 2.05. Costs Associated with Exit or Disposal Activities.
At a Board of Directors' meeting held on March 30, 2005, the Board authorized
management to exit the manufactured housing retail and financial services
businesses. The Company remains committed to the wholesale (manufacturing)
segment of its Housing Group. Management has been directed to pursue the
exit plan in an orderly fashion over the course of the next year. The Board
has authorized management to pursue offers for the retail and financial
businesses as an operating entity, but to also be prepared to solicit
multiple buyers for the retail operations if appropriate in order to maximize
the value of the businesses to the Company's shareholders. The Company is
taking this action in order to eliminate the losses it has incurred in its
retail operations, and to enable it to return to its traditional focus on
manufacturing operations and wholesale distribution in both its manufactured
housing and in its recreational vehicle businesses.
It may be necessary to write down the value of certain long-lived assets and
inventory in the fourth fiscal quarter and in subsequent periods, as well as
to revalue the financial services loan portfolio at the lower of cost or
market, but the Company is unable to estimate a range of amounts for such
charges at this time.
Other major types of costs, charges and cash expenditures that will be
incurred in subsequent periods as a result of the implementation of the exit
plan include contract termination costs, termination benefits, and gains or
losses upon disposal. The Company is unable to estimate the range of those
costs, charges or expenditures, which could vary widely depending on the
terms of any specific purchase and sale agreements and the successful
execution of the exit strategy. These costs, charges and expenditures will,
however, be substantial.
These costs, as well as the ongoing financial results for the retail and
financial services businesses, will be accounted for as discontinued
operations effective with the fourth fiscal quarter. The presentation of
financial results in prior periods will also be revised to reflect these
businesses as discontinued operations.
A press release, which is furnished as Exhibit 99.1 to this Report and is
incorporated by reference in this Item 2.05, has been issued by the Company
describing the Board action. The press release also discusses the
consolidation of manufacturing plants, which is unrelated to the Board action
described in this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.1 Press release of Fleetwood Enterprises, Inc. dated April 5,
2005.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: April 5, 2005
FLEETWOOD ENTERPRISES, INC.
By: /s/ Leonard J. McGill
--------------------------
Leonard J. McGill
Senior Vice President,
Corporate Finance;
Chief Governance Officer
Index to Exhibits
Exhibit 99.1 Press release of Fleetwood Enterprises, Inc. dated April 5,
2005.