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): November 22, 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) (Zip Code) 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 filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below): __ 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 7.01 Regulation FD Disclosure On November 22, 2005 Fleetwood Enterprises, Inc. closed its previously announced sale to institutional investors of 7.0 million shares of common stock, with aggregate proceeds of $70.7 million. The proceeds, net of offering fees and expenses, will be used to repay deferred distributions on the Company's 6% convertible trust preferred securities, plus accrued interest on the deferral amount, as well as for general corporate purposes. The information in this Current Report on Form 8-K is furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. 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: November 28, 2005 FLEETWOOD ENTERPRISES, INC. By: /s/ Leonard J. McGill -------------------------- Name: Leonard J. McGill Its: Senior Vice President, General Counsel and Secretary