UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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.
As previously announced at a meeting held on March 30, 2005, the Company's
Board of Directors 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. The Company took
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.
At the time of its initial announcement, the Company indicated 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 was unable to estimate a range of amounts for these and certain
additional costs, charges and cash expenditures at that time, all of which
could have varied widely depending on the terms of any specific purchase and
sale agreements and the successful execution of the exit strategy.
On July 7, 2005, the Company announced that it had signed a definitive
agreement to sell most of the assets of the housing retail business to two
retail subsidiaries of Clayton Homes, Inc., and had signed a non-binding
letter of intent to sell the loan portfolio, the most significant asset of
its financial services business, to Vanderbilt Mortgage, an affiliate of
Clayton. The definitive agreement is subject to customary conditions, but in
the event it closes as expected, the Company will sell most of the assets of
all of its currently operating Company-operated retail stores for $74
million, subject to certain adjustments.
The Company recorded impairment charges of $51.1 million in the fourth
quarter related to the sale of assets being sold. The impairment charges
were as follows:
(In millions)
Long-lived assets $38.4
Retail inventory 12.4
Finance receivables .3
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Total $51.1
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The Company expects to incur one-time employee termination expenses, as well
as contract termination costs, in the range of $5 million to $7 million
throughout fiscal year 2006, with the majority occurring in the quarter the
transaction is expected to close. The combination of the asset impairment
charges taken in the fourth quarter and the projected range of costs related
to the disposal that will occur in fiscal year 2006 will be in the range of
$55 million to $58 million, of which only about $4 million to $6 million will
represent cash expenditures. These costs, as well as the ongoing financial
results for the retail and financial services businesses, have been accounted
for as discontinued operations effective since 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 agreements with Clayton.
Item 8.01 Other Events
See Item 2.05 above.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.1 Press release of Fleetwood Enterprises, Inc. dated July 7,
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: July 7, 2005
FLEETWOOD ENTERPRISES, INC.
By: /s/ Leonard J. McGill
--------------------------
Leonard J. McGill
Senior Vice President,
General Counsel and Secretary
Index to Exhibits
Exhibit 99.1 Press release of Fleetwood Enterprises, Inc. dated July 7,
2005.