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): July 6, 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))
Item 1.01. Entry into a Material Definitive Agreement.
As of July 6, 2005, Fleetwood Enterprises, Inc.'s financial services
subsidiary, HomeOne Credit Corp., entered into an amendment to its $75
million warehouse line of credit with Greenwich Capital Financial Products,
Inc. Pursuant to the amendment, and in anticipation of HomeOne's previously
announced intention to sell its loan portfolio, Greenwich and HomeOne
agreed to terminate HomeOne's right to request advances under the warehouse
line after August 15, 2005. In connection with the amendment, Fleetwood
continues to guarantee HomeOne's obligations in an amount up to $10 million.
Pursuant to a letter agreement dated as of July 6, 1005, a tangible net
worth covenant in the guaranty was reset to reduce the consolidated tangible
net worth requirement for Fleetwood to (i) $10,000,000 plus (ii) 50% of
positive net income. In anticipation of the termination of
the line of credit upon the sale of the loan portfolio, Fleetwood
committed to pay Greenwich the amount of the termination fee of $750,000
on or before August 15, 2005. All other terms and conditions of the
warehouse line of credit and guaranty remain the same.
As of July 8, 2005, outstanding borrowings under the line of credit were
approximately $44,592,388.25.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01 above.
Item 9.01 Financial Statements and Exhibits.
(a) Inapplicable.
(b) Inapplicable.
(c) Exhibits.
99.1 Amendment Number Five dated as of July 6, 2005 to the Master Loan
and Security Agreement dated as of December 30, 2003 between HomeOne Funding
I and Greenwich Capital Financial Products, Inc.
99.2 Letter Agreement dated as of July 6, 2005 to the Guaranty dated
as of December 30, 2003, made by Fleetwood Enterprises, Inc. in favor of
Greenwich Capital Financial Products, Inc.
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 11, 2005
FLEETWOOD ENTERPRISES, INC.
By: /s/ Leonard J. McGill
--------------------------
Leonard J. McGill
Senior Vice President,
General Counsel & Secretary
Index to Exhibits
99.1 Amendment Number Five dated as of July 6, 2005 to the Master Loan
and Security Agreement dated as of December 30, 2003 between HomeOne Funding
I and Greenwich Capital Financial Products, Inc.
99.2 Letter Agreement dated as of July 6, 2005 to the Guaranty dated
as of December 30, 2003, made by Fleetwood Enterprises, Inc. in favor of
Greenwich Capital Financial Products, Inc.