<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
FLEETWOOD ENTERPRISES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
FLEETWOOD ENTERPRISES, INC.
3125 MYERS STREET
RIVERSIDE, CALIFORNIA 92503
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF FLEETWOOD ENTERPRISES, INC.
The Annual Meeting of Shareholders of Fleetwood Enterprises, Inc.
("Fleetwood") will be held at the corporate offices of Fleetwood Enterprises,
Inc., 3125 Myers Street, Riverside, California, on September 12, 1995 at 10:00
a.m., Pacific Daylight Time, for the following purposes:
1. To elect two directors to serve three-year terms ending in 1998, and
until their successors are elected and qualified. Management has
nominated for director the two persons specified in the accompanying
Proxy Statement.
2. To transact such other business as may properly come before the meeting.
The close of business on July 14, 1995 has been fixed as the record date for
determination of shareholders entitled to receive notice of and to vote at the
Annual Meeting and any adjournment thereof.
Your attention is directed to the accompanying Proxy Statement. To constitute
a quorum for the conduct of business at the Annual Meeting, it is necessary
that holders of a majority of all outstanding shares of Common Stock be present
in person or be represented by proxy. To assure representation at the Annual
Meeting, you are urged to date and sign the enclosed proxy and return it
promptly in the enclosed envelope.
By Order of the Board of Directors
William H. Lear
Secretary
Riverside, California
Dated: July 19, 1995
<PAGE>
FLEETWOOD ENTERPRISES, INC.
3125 MYERS STREET
RIVERSIDE, CALIFORNIA 92503
PROXY STATEMENT
Your proxy is solicited by the Board of Directors of Fleetwood Enterprises,
Inc. ("Fleetwood") for use at the Annual Meeting of Shareholders on Tuesday,
September 12, 1995, or at any adjournment thereof, for the purposes set forth
in the accompanying Notice of Annual Meeting of Shareholders. A shareholder
giving a proxy may revoke it at any time before the proxy is exercised by
giving written notice of revocation to Fleetwood's Secretary. Only shareholders
of record at the close of business on July 14, 1995 are entitled to notice of,
and to vote at, the meeting. Fleetwood has arranged to deliver these proxy
materials to such shareholders of record on approximately July 19, 1995.
Fleetwood will bear the cost of solicitation of proxies. In addition,
Fleetwood will request brokers or other persons holding stock in their names or
in the names of their nominees to forward proxies and proxy materials to the
beneficial owners of such stock and will reimburse them for expenses incurred
in so doing.
As of the record date, 46,061,542 shares of Fleetwood's Common Stock, its
only outstanding securities, were issued and outstanding. Each shareholder has
one vote per share on all business presented at the Annual Meeting. A majority
of the outstanding shares will constitute a quorum at the Annual Meeting.
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum for the transaction of business. Abstentions
are counted in tabulations of the votes cast on proposals presented to
shareholders, whereas broker non-votes are not counted for purposes of
determining whether a proposal has been approved.
ELECTION OF DIRECTORS
Under Fleetwood's Bylaws, which provide for a "classified Board", two
directors (out of a total of eight) are to be elected at the Annual Meeting to
serve three-year terms expiring at the Annual Meeting in 1998 and until their
successors have been elected and qualified. Unless the vote is withheld by the
shareholder, proxies will be voted for the re-election of John C. Crean and
William W. Weide. If either or both of the nominees should become unavailable
for election, the proxies will be voted for the election of a substitute
nominee or nominees selected by the Board of Directors. It is not expected,
however, that either of the nominees will be unavailable for election.
Each shareholder is entitled to one vote for each share of Common Stock held
on the record date. In voting for directors, each shareholder has the right to
cumulate votes and give one candidate a number of votes equal to the number of
directors to be elected, multiplied by the number of votes to which his or her
shares are entitled, or to distribute the total number of votes on the same
principle among as many candidates as desired, and the two candidates receiving
the highest number of votes will be elected. In order for one or all
shareholders to be entitled to cumulate votes, one shareholder must give notice
prior to the voting that cumulation of votes is intended. In the event that any
person other than the nominees named herein should be nominated for election as
a director, the proxy holders may, in the exercise of their best judgment, vote
the proxies they receive cumulatively to elect as directors as many of the
above nominees as the votes represented by the proxies held by them are
entitled to elect.
<PAGE>
The following information is furnished as of July 14, 1995 with respect to
the two nominees, both of whom are presently Fleetwood directors, as well as
for the other six Fleetwood directors whose terms of office will continue after
the 1995 Annual Meeting.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR TERM
NAME OR EMPLOYMENT AGE SINCE EXPIRES
---- ----------------------- --- -------- -------
<S> <C> <C> <C> <C>
John C. Crean Chairman of the Board 70 1957 1995
and Chief Executive
Officer
William W. Weide Vice Chairman 71 1959 1995
Glenn F. Kummer President and Chief 61 1983 1997
Operating Officer
Andrew Crean(1) Private Investor 44 1981 1996
Dr. Douglas M. Lawson(2) Fund-Raising Consultant 59 1981 1996
Thomas A. Fuentes(3) Engineering Firm 46 1993 1997
Executive
Walter F. Beran(4) Chairman of Financial 69 1993 1996
Services Firm
Dr. James L. Doti(5) University President 48 1995 1997
</TABLE>
- --------
(1) Andrew Crean is the son of John C. Crean.
(2) Dr. Lawson is President of Douglas M. Lawson Associates, New York-based
firm that specializes in management and consulting activities with respect
to charitable fund raising.
(3) Mr. Fuentes is Senior Vice President of Tait & Associates, Inc., an
engineering firm located in Orange, California.
(4) Mr. Beran is Chairman of Pacific Alliance Group, a financial services firm.
Previously, he served as Vice Chairman and Western Regional Managing
Partner of the accounting firm of Ernst & Whinney (now Ernst & Young) from
1971 until his retirement in 1986. Mr. Beran also serves as a director of
ARCO Chemical Company, the Hillhaven Corporation, and Pacific Scientific
Company.
(5) Appointed on May 15, 1995 to replace Dale T. Skinner, who retired and was
named Director Emeritus. Dr. Doti is President of Chapman University,
located in Orange, California, where he also founded the University's
Center for Economic Research. Dr. Doti is a director of First American
Financial Corporation, CIMCO, Inc. and Standard Pacific Corp.
BOARD COMMITTEES
Fleetwood's Board of Directors has standing Compensation and Audit
Committees. None of the Directors who serve on these committees are executive
officers of Fleetwood. The Board of Directors met four times during the fiscal
year ended on April 30, 1995 and the aggregate of Board and Committee meetings
totaled thirteen during such period. All of Fleetwood's current directors
attended at least 75% of the meetings of the Board of Directors and, if
applicable, the committee(s) on which they served during such fiscal year.
The Compensation Committee met five times during the past fiscal year. The
Committee is responsible for reviewing and overseeing the establishment and
implementation of Fleetwood's basic and special management compensation
policies. It assumed the duties, powers and responsibilities formerly exercised
by the Board's Long-Term Incentive and Stock Option Committees, which include
interpreting and administering certain benefit plans and making awards under
such plans. The Compensation Committee consists of Walter F. Beran, Chairman,
Thomas A. Fuentes and Dr. Douglas M. Lawson.
2
<PAGE>
The Audit Committee, which then consisted of Dr. Douglas M. Lawson, Chairman,
Thomas A. Fuentes and Walter F. Beran, met three times during the past fiscal
year. Dr. Doti was appointed to the Audit Committee in place of Mr. Fuentes,
effective July 1, 1995. The Audit Committee reviews with management and
Fleetwood's independent public accountants such matters as Fleetwood's internal
accounting controls and procedures, the plan and results of the audit
engagement and suggestions by the accountants for improvements in accounting
procedures. It considers the type and scope of services, both of an audit and a
non-audit character, to be performed by the independent public accountants and
reviews the fees related to the performance of such services. During each
Committee meeting, members of the Committee and representatives of the
accountants have an opportunity for discussions outside the presence of
management, if desired.
OUTSIDE DIRECTORS' COMPENSATION
All members of the Board of Directors who are not Fleetwood employees receive
compensation on account of their service as Fleetwood directors in the amount
of $12,000 per year, payable quarterly, and an additional fee in lieu of
reimbursed expenses in the amount of $200 per trip to attend a Board and/or
Committee meeting. In addition, members of the Audit Committee and Compensation
Committee each receive additional compensation in the amount of $4,000 per year
per Committee, payable quarterly.
Under Fleetwood's 1992 Non-Employee Director Stock Option Plan, non-employee
directors of Fleetwood serving after each Annual Meeting of Shareholders
automatically receive options to purchase 2,000 shares of Fleetwood common
stock at an exercise price equal to the market value of the underlying shares
of common stock on the date of grant; the options expire ten years after the
date of grant or three years after service as a director is terminated,
whichever occurs earlier, and become fully exercisable within one year after
the date of grant. Dr. Lawson and Messrs. Beran, Fuentes and Andrew Crean all
received options under this Plan during fiscal 1995 and Dr. Doti received a
pro-rata award as of the date he became a Fleetwood director.
DIRECTOR AND OFFICER STOCK OWNERSHIP
The following table sets forth the ownership of Fleetwood Common Stock as of
July 14, 1995 by each Fleetwood Director, the Chief Executive Officer and the
four other most highly compensated executive officers and all Directors and
officers as a group. Such ownership includes shares held by certain family
members, trusts and private foundations. With the exception of John C. Crean,
who owns of record or beneficially 17.8% of Fleetwood's outstanding Common
Stock (including shares which are obtainable if vested options are exercised),
none of the persons listed below has record or beneficial ownership of more
than 1% of the outstanding shares of Fleetwood's Common Stock. The group has
record or beneficial ownership (including shares which are obtainable if vested
options are exercised) of 21.9% of the outstanding shares of Fleetwood's Common
Stock.
<TABLE>
<CAPTION>
NAME TOTAL OWNERSHIP(1)
---- ------------------
<S> <C>
Walter F. Beran........................................ 5,510
Andrew Crean........................................... 409,148(2)
John C. Crean.......................................... 8,604,680(3)
Dr. James L. Doti...................................... 658
Thomas A. Fuentes...................................... 5,256
Glenn F. Kummer........................................ 403,000
Dr. Douglas M. Lawson.................................. 8,000(4)
Jon A. Nord............................................ 327,600
Lawrence F. Pittroff................................... 102,000
Elden L. Smith......................................... 153,000
William W. Weide....................................... 92,630(5)
22 Directors and Executive Officers as a Group......... 10,600,282
</TABLE>
3
<PAGE>
- --------
(1) Includes shares of Fleetwood Common Stock which may be obtained if vested
options issued under Fleetwood's 1982 Key Employee Stock Option Plan, 1992
Stock-Based Incentive Compensation Plan or 1992 Non-Employee Director Stock
Option Plan are exercised. The persons who have such options and the number
of shares which may be so obtained are as follows: Mr. Beran, 4,510, Mr.
Andrew Crean, 6,000, Mr. John Crean, 597,800, Dr. Doti, 658, Mr. Fuentes,
5,256, Mr. Kummer, 391,000, Dr. Lawson, 6,000, Mr. Nord, 311,600, Mr.
Pittroff, 101,000, Mr. Smith, 151,000, Mr. Weide, 57,400, and 22 Directors
and Executive Officers as a Group, 2,111,024.
(2) Includes 10,448 shares owned by, or by trusts for the benefit of, certain
members of his family.
(3) Includes 404,000 shares owned of record by a limited partnership in which a
corporation he controls is the general partner and the balance owned by a
trust for the benefit of his family.
(4) Includes 1,800 shares owned by his company or its profit sharing trust.
(5) Includes 35,330 shares owned by a trust for the benefit of his family.
DIRECTOR AND OFFICER SECURITIES REPORTS
The Federal securities laws require Fleetwood's directors and executive
officers to file with the Securities and Exchange Commission and the New York
Stock Exchange initial reports of ownership and reports of changes in ownership
of Fleetwood Common Stock. To the best of Fleetwood's knowledge, all persons
subject to these reporting requirements with respect to Fleetwood Common Stock
filed the required reports on a timely basis during the fiscal year ended on
April 30, 1995.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth as of the record date, information concerning
the only other shareholder known to Fleetwood to have beneficial ownership, by
virtue of actual or attributed voting rights or investment powers, of more than
5% of Fleetwood's outstanding Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP(1) CLASS
---------------- ----------------------- ----------
<S> <C> <C>
FMR Corp. 5,410,086 11.75%
82 Devonshire Street
Boston, MA 02109
</TABLE>
- --------
(1) It is Fleetwood's understanding that the shares are beneficially owned by
affiliates which are investment advisers or the trustee or managing agent
of private investment accounts, and that the shareholder has sole
investment authority with respect to all of the shares and sole voting
authority with respect to a majority of the shares.
4
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal years ended April 30, 1995,
April 24, 1994 and April 25, 1993, the cash compensation paid by Fleetwood, as
well as certain other compensation awarded or accrued for those years, to each
of the five highest paid Fleetwood executive officers, including the Chief
Executive Officer.
<TABLE>
<CAPTION>
LONG-
ANNUAL COMPENSATION TERM COMPENSATION
-------------------------- ---------------------
AWARDS PAYOUTS
-------- ------------
FISCAL OPTIONS/ LONG-TERM ALL OTHER
NAME AND POSITION YEAR SALARY BONUS SHARES INCENTIVE(1) COMPENSATION(2)
----------------- ------ -------- ---------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
John C. Crean
Chairman of the Board 1995 $111,000 $1,206,698 175,000 $592,620 $679,065
of Directors and 1994 $111,000 $1,327,676 100,000 $607,140 $522,421
Chief Executive Officer 1993 $111,000 $1,468,533 200,000 $432,615 $367,344
Glenn F. Kummer 1995 $ 99,000 $1,055,861 148,000 $533,358 $481,664
President and Chief 1994 $ 99,000 $1,161,716 85,000 $546,427 $371,613
Operating Officer 1993 $ 99,000 $1,284,966 120,000 $389,354 $259,646
Jon A. Nord 1995 $ 87,000 $ 506,577 58,000 $296,310 $320,516
Senior Vice President 1994 $ 87,000 $ 544,368 33,000 $303,571 $267,486
Housing Group 1993 $ 87,000 $ 628,952 60,000 $216,308 $205,545
Elden L. Smith 1995 $ 87,000 $ 434,242 58,000 $296,310 $213,240
Senior Vice President 1994 $ 87,000 $ 479,357 33,000 $303,571 $164,175
RV Group 1993 $ 87,000 $ 525,042 60,000 $216,308 $110,906
Lawrence F. Pittroff 1995 $ 84,000 $ 341,406 39,000 $237,048 $168,295
Senior Vice President 1994 $ 84,000 $ 368,799 22,000 $303,571 $125,284
and President of 1993 $ 84,000 $ 407,926 40,000 $173,046 $ 85,533
Fleetwood
Credit Corp.
</TABLE>
- --------
(1) Payments made after fiscal year-end, but accrued for the two-year award
period ended April 30, 1995 under the Company's Long-Term Incentive Plan.
(2) Includes payments made under the Company's two non-funded retirement plans,
the Supplemental Benefit Plan and Benefit Restoration Plan, payments of
dividend equivalents on outstanding stock options granted under the
Company's stock-based incentive plans, and, in the case of Mr. Crean, the
estimated value of the premiums paid by Fleetwood on split-dollar insurance
on the lives of Mr. Crean and his wife owned by an irrevocable trust for
the benefit of Mr. Crean's family. (Fleetwood will receive the premiums it
has paid, plus interest, from the proceeds of such insurance.) The
following table shows the respective amounts of each of the above items for
the past three fiscal years.
<TABLE>
<CAPTION>
NON-FUNDED RETIREMENT DIVIDEND SPLIT-DOLLAR
PLAN CONTRIBUTION EQUIVALENTS INSURANCE
--------------------- ----------- ------------
<S> <C> <C> <C>
Mr. Crean
1995...................... $356,315 $282,926 $39,824
1994...................... $306,629 $198,900 $16,882
1993...................... $243,845 $113,374 $10,125
Mr. Kummer
1995...................... $303,869 $177,795
1994...................... $260,738 $110,573 --
1993...................... $206,706 $ 52,940 --
Mr. Nord
1995...................... $164,944 $155,572
1994...................... $144,811 $122,675 --
1993...................... $114,074 $ 91,473 --
Mr. Smith
1995...................... $145,195 $ 68,045
1994...................... $121,800 $ 42,375 --
1993...................... $ 92,506 $ 18,400 --
Mr. Pittroff
1995...................... $122,885 $ 45,410
1994...................... $ 97,034 $ 28,250 --
1993...................... $ 72,683 $ 12,650 --
</TABLE>
5
<PAGE>
OPTION GRANTS
The following table lists certain information concerning stock options
granted to Fleetwood's five highest paid executive officers during the fiscal
year ended on April 30, 1995 under Fleetwood's 1992 Stock-Based Incentive
Compensation Plan.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS(1) FOR 10-YEAR OPTION TERM
----------------------------------------------- ----------------------------
% OF TOTAL
OPTIONS
GRANTED TO
EMPLOYEES EXERCISE
OPTIONS IN FISCAL DATE OR BASE EXPIRATION
GRANTED YEAR OF GRANT PRICE DATE 5% 10%
------- ---------- -------- -------- ---------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
John C. Crean........... 100,000 12.92% 6/14/94 $20.125 6/14/04 $1,267,875 $3,199,875
75,000 9.69% 12/21/94 $18.25 12/21/04 $ 862,313 $2,176,313
Glenn F. Kummer......... 88,000 11.37% 6/14/94 $20.125 6/14/04 $1,115,730 $2,815,890
60,000 7.75% 12/21/94 $18.25 12/21/04 $ 689,850 $1,741,050
Jon A. Nord............. 33,000 4.26% 6/14/94 $20.125 6/14/04 $ 418,399 $1,055,959
25,000 3.23% 12/21/94 $18.25 12/21/04 $ 287,438 $ 725,438
Elden L. Smith.......... 33,000 4.26% 6/14/94 $20.125 6/14/04 $ 418,399 $1,055,959
25,000 3.23% 12/21/94 $18.25 12/21/04 $ 287,438 $ 725,438
Lawrence F. Pittroff.... 22,000 2.84% 6/14/94 $20.125 6/14/04 $ 278,933 $ 703,973
17,000 2.20% 12/21/94 $18.25 12/21/04 $ 195,457 $ 493,298
</TABLE>
- --------
(1) These awards were made pursuant to Fleetwood's 1992 Stock-Based Incentive
Compensation Plan. Under this plan, the option price must be not less than
100% of the fair market value of the Company's Common Stock on the date the
option is granted. Stock options may not be exercised during the first six
months after the date of grant.
OPTIONS HELD AND YEAR-END VALUES
The following table contains information on stock options held by the five
executive officers named in the Summary Compensation Table as of April 30,
1995. None of such officers exercised any stock options in fiscal 1995.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS
NAME APRIL 30, 1995 AT APRIL 30, 1995
---- ------------------------- -------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
John C. Crean............... 522,800 75,000 $4,138,075 $356,350
Glenn F. Kummer............. 331,000 60,000 $2,178,125 $285,000
Jon A. Nord................. 286,000 25,000 $3,136,712 $118,750
Elden L. Smith.............. 126,000 25,000 $ 737,750 $118,750
Lawrence F. Pittroff........ 84,000 17,000 $ 500,250 $ 80,750
</TABLE>
6
<PAGE>
LONG-TERM INCENTIVE PLAN AWARDS
The following table sets forth information concerning awards made to
Fleetwood's five highest-paid executive officers during the fiscal year ended
on April 30, 1995 under Fleetwood's Long-Term Incentive Plan.
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
PERFORMANCE OR OTHER NON-STOCK PRICE BASED PLANS(1)
PERIOD UNTIL MATURATION ------------------------------------
NAME AND POSITION OR PAYOUT THRESHOLD TARGET MAXIMUM
----------------- ----------------------- ----------- ---------- ---------
<S> <C> <C> <C> <C>
John C. Crean........... 5/1/95 to 4/27/97 30% 45% 60%
Glenn F. Kummer......... 5/1/95 to 4/27/97 27% 40.5% 54%
Elden L. Smith.......... 5/1/95 to 4/27/97 15% 22.5% 30%
Jon A. Nord............. 5/1/95 to 4/27/97 15% 22.5% 30%
Lawrence F. Pittroff.... 5/1/95 to 4/27/97 12% 18% 24%
</TABLE>
- --------
(1) Represents the percentage of the named individual's average annual
compensation for the award period payable at the three performance levels.
Award payouts are tied to the achievement of targets with respect to cash
flow returns on Fleetwood's gross cash investment for the award period. For
the two-year award period ending in 1997, the minimum performance level
("Threshold") is 12.39%, the performance objective ("Target") is 14.39% and
the maximum performance objective ("Maximum") is 14.39%, all of which
involve substantial increases over the targets for the award period which
began a year earlier. No incentive is paid unless the Threshold is
achieved. The aggregate of long-term incentive compensation payments,
excluding payments to deceased, disabled or retired participants, may not
exceed three percent of Fleetwood's aggregate cash flow return for the
award period.
CHANGE-OF-CONTROL ARRANGEMENTS
The employment contracts of Fleetwood officers and corporate managers provide
for severance pay benefits in connection with a "change of control" of
Fleetwood. Such provisions in the employment contracts of Fleetwood officers,
for example, including those of Messrs. Crean, Kummer, Nord, Smith and
Pittroff, entitle the employee to severance pay benefits in the event
employment is terminated by Fleetwood without good cause or by the manager
after suffering certain specified adverse changes in employment circumstances,
in either case within three years after the change of control, or by the
manager, for any reason during the period between three months and twelve
months after the change of control. A "change of control" is defined in such
employment contracts as circumstances under which either a third party or group
acquires more than 25% of Fleetwood's voting stock or, as a result of a cash
tender, merger or other business combination, the majority of Fleetwood's Board
of Directors is replaced. Upon the occurrence of such circumstances, the
maximum severance benefit which may be paid to Fleetwood officers, including
Messrs. Crean, Kummer, Nord, Smith, and Pittroff, shall be equal to three times
the average annual compensation payable by Fleetwood for the five fiscal years
prior to the date upon which the change of control occurred.
7
<PAGE>
PERFORMANCE GRAPH
The performance graph set forth below compares the cumulative total
stockholder return on Fleetwood's Common Stock against the cumulative total
return of the Standard & Poor's Corporation S & P 500 Composite Stock Price
Index (S&P 500) for the most recently ended calendar year and a "peer group" of
companies selected by Fleetwood whose primary business is either manufactured
housing or recreational vehicles for the five-year period ended on April 30,
1995. Dividend reinvestment has been assumed and, with respect to all companies
in the peer group, the returns of each such company have been weighted to
reflect relative stock market capitalization at the beginning of the period.
There is no currently available published index of companies involved in the
same businesses as Fleetwood. The peer group consists of the following
companies: Champion Enterprises, Inc., Clayton Homes, Inc., Coachmen
Industries, Inc., Kit Manufacturing Company, Oakwood Homes Corporations, Schult
Homes Corp., Skyline Corporation, Thor Industries, Inc. and Winnebago
Industries, Inc. None of these companies are truly comparable to Fleetwood. All
are much smaller; some are involved only in manufactured housing and others
only in recreational vehicles; some are vertically integrated to a much greater
extent than Fleetwood and engage, for instance, in retail sales and local
development activities.
FIVE-YEAR CUMULATIVE TOTAL RETURN
VALUE OF $100 INVESTED ON APRIL 28, 1990
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period FLEETWOOD
(Fiscal Year Covered) ENTERPRISES PEER GROUP BROAD MARKET
- --------------------- ----------- ---------- ------------
<S> <C> <C> <C>
Measurement Pt- 4/28/90 $100.00 $100.00 $100.00
FYE 4/30/91 $118.21 $146.84 $117.61
FYE 4/30/92 $154.83 $203.31 $134.13
FYE 4/30/93 $150.49 $276.16 $146.54
FYE 4/30/94 $166.87 $341.29 $154.34
FYE 4/30/95 $202.04 $338.85 $181.30
</TABLE>
8
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of Fleetwood
Enterprises, Inc. was established on March 9, 1993. The Committee is
responsible for overseeing the administration of Fleetwood's management
compensation programs as they affect the compensation of senior management of
the Company. In addition, the Committee is specifically responsible for
administering several benefit plans of the Company, the Long-Term Incentive
Plan, the 1982 Key Employee Stock Option Plan, the 1992 Stock-Based Incentive
Compensation Plan and the Senior Executive Incentive Compensation Plan. Since
the date of its last report, Director Walter F. Beran assumed the Chairmanship
of the Committee.
Fleetwood's Corporate Compensation Philosophy. Since Fleetwood was founded,
it has consistently followed a management compensation philosophy which
encourages growth and profitability. The system is somewhat unique in that it
provides for somewhat moderate base salaries at virtually all management
levels, but gives an opportunity for each manager to earn incentive
compensation based on results. This performance-based approach carefully
follows the philosophy of Fleetwood's founder--that managers should have an
opportunity to earn more than individuals performing similar functions at other
companies, but their compensation should grow only if the Company's
profitability grows as well. In effect, this philosophy has always aligned
Fleetwood's managers with the interests of the Company's shareholders. In
addition, this approach permits Fleetwood to have lower fixed costs when
economic conditions have a marked impact on Fleetwood's results.
Fleetwood's compensation philosophy has always emphasized cash compensation
and avoided many of the perquisites typically provided to corporate managers,
especially members of top management. Fleetwood's senior managers have no
expense accounts, company cars or airplanes, executive dining room, paid
country club memberships, matching charitable or educational contributions,
paid financial counseling or the like. Instead, it has always been Fleetwood's
philosophy that its managers will be given the opportunity to earn a good cash
incentive and can then decide on their own whether they believe particular
expenditures are necessary or desirable.
Periodic Reviews of Executive Compensation. To assist in reviewing corporate
compensation strategies, Fleetwood periodically compares its executive
compensation policies with those of other companies, both in its industries and
in the general business community, often using the assistance of national
compensation consulting firms. Such a review was performed in 1994. As a
result, some changes were made in the compensation levels of individual
managers and, to ensure the continued tax deductibility of payments made to
senior executives under performance-based compensation plans, the Company's
Long-Term Incentive Plan and newly-created Senior Executive Incentive
Compensation Plan were submitted to the shareholders and approved at the 1994
Annual Meeting. In addition, significant changes were made in the Long-Term
Incentive Plan to better align Fleetwood's senior management with the concept
of enhancing shareholder value, primarily by changing the measurement formula
from returns on shareholders' equity to cash flow returns on Fleetwood's gross
cash investment. It is the belief of members of the Committee that, since a
comprehensive review was done only a year ago, no similar review was necessary
or desirable this year.
Salaries and Incentive Compensation. Aside from routine salary adjustments,
no changes were made during the 1995 fiscal year with respect to corporate base
salaries. It is believed by the Committee that the basic Fleetwood philosophy
with respect to salaries continues to work best for the Company.
With respect to incentive compensation, reductions were made in the
percentage of bonus base profit available for incentive compensation under the
corporate plan at the beginning of both fiscal 1994 and fiscal 1995. The effect
of these reductions was to require additional corporate earnings each year in
order for managers to earn the same level of incentive compensation as they had
the previous fiscal year. In addition, prior to the beginning of the last
fiscal year, Fleetwood introduced a working capital charge program at all its
manufacturing plants, which also had the effect of reducing bonus base profit
for the purpose of calculating incentive compensation for all managers. It is
believed by the management of the Company, and by members of the Committee,
that no further adjustments in the formula utilized to determine incentive
compensation were necessary or desirable this year.
Long-Term Incentive Compensation. As stated above, the basis of measurement
for determining long-term compensation awards was changed at the beginning of
the last fiscal year. The amended Plan, which
9
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requires returns in excess of Fleetwood's cost of capital in order for any
compensation to be payable, utilizes cash flow returns on the Company's gross
cash investment as its measurement device. The Committee believes that this
approach better focuses Fleetwood's senior management on the importance of the
proper utilization of corporate capital, which should assist in enhancing
shareholder value for Fleetwood's investors.
Fleetwood's cost of capital increased during the last fiscal year, primarily
due to higher interest rates. The result was substantial increases in the
targeted performance levels, raising the threshold return from 10.06% to
12.39%, the target performance level from 12.06% to 14.39%, and the maximum
from 14.06% to 16.39%. Recognizing the difficulty of achieving those targets,
which are substantially above Fleetwood's recent cash flow returns, and the
strong return to investors in the event they are achieved, the Committee
increased the award percentages for participants at each level by ten
percentage points for the new award period. For example, achievement of the
target performance level for the next two-year period would provide a payout of
45% of average compensation to the Plan's benchmark participant, the Company's
Chief Executive Officer, as compared to a payout of 35% in the previous award
period if the target for that award period is achieved.
Stock Options. In its role of administering Fleetwood's 1992 Stock-Based
Incentive Compensation Plan, the Committee grants non-qualified stock option
awards from time to time, usually once per year, to key officers and managers
of the Company. As with Fleetwood's long-term incentive program, it is believed
that such stock option awards should be reserved for a relatively small group
of senior managers who have the greatest degree of potential control over
Fleetwood's strategic direction. Historically, award levels have been highest
for those with the greatest degree of responsibility and the Committee intends
to continue this policy.
In previous years, option grants were typically made by the Committee, or by
the Company's Stock Option Committee when it administered the program, at one
particular time each year, usually in early June. Last year, this practice was
determined to be inappropriate, and a policy of making option grants on a more
random basis was substituted. The option grants made by the Committee in fiscal
1995 were consistent with those made in prior years under the 1992 Plan and its
predecessor, except that the change in the timing of awards from a fixed date
to a more random approach resulted in two awards being made to most
participants last year. The individual grants were based primarily on the
respective job responsibilities and compensation levels of the potential
participants. The 1992 Plan also gives the Committee discretion to award
restrictive stock and other compensation awards in place of or in addition to
grants of stock options. The Committee has not made any such awards to date and
at this time intends to concentrate on awards of non-qualified stock options.
Compensation of Fleetwood's Chief Executive Officer. At last year's Annual
Meeting, the shareholders approved the Company's Long-Term Incentive Plan and
the then newly-created Senior Executive Incentive Compensation Plan, which
provides incentive compensation to Fleetwood's Chief Executive Officer and
President on a substantially equivalent basis to Fleetwood's basic incentive
compensation program. As a result, payments made under these two performance-
based plans continued to be deductible under Internal Revenue Code Section
162(m). The Committee continues to have as one of its objectives the policy
that, wherever reasonably possible, compensation paid by Fleetwood to its
managers, including its senior officers, should be deductible for income tax
purposes. All compensation payments made to Fleetwood officers in fiscal 1995
should be fully deductible.
Mr. Crean's base salary and incentive compensation award remain the same for
fiscal 1996 as in the past year. As stated above, the targeted performance
levels for long-term incentive awards for Mr. Crean and all other participants
were substantially increased, but the payout as a percentage of average
compensation if the target is met was also increased. Mr. Crean's stock option
awards, and those of other recipients, were similar to those of past years. All
awards again involved only non-qualified stock options granted at fair market
value on the date of grant. In light of Fleetwood's continuing growth in
revenues and earnings in challenging economic periods, the Committee believes
that Mr. Crean's compensation is appropriate.
Walter F. Beran, Chairman June 13, 1995
Dr. Douglas M. Lawson
Thomas A. Fuentes
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AUDITORS
The firm of Arthur Andersen & Co. has served as Fleetwood's independent
public accountants since 1955. Such firm has again been selected to act in such
capacity for the current fiscal year. A representative of Arthur Andersen & Co.
will be present at the Annual Meeting, at which time he or she will be given an
opportunity to make a statement, if desired, and to respond to appropriate
shareholder questions.
ANNUAL REPORTS
Fleetwood's Annual Report for the fiscal year ended April 30, 1995, including
audited financial statements, is being mailed to shareholders along with the
proxy materials. In addition, Fleetwood files an Annual Report on Form 10-K
with the Securities and Exchange Commission. SHAREHOLDERS MAY OBTAIN A COPY OF
THE FORM 10-K ANNUAL REPORT, INCLUDING FINANCIAL STATEMENTS, WITHOUT CHARGE, BY
WRITING THE SECRETARY AT THE ADDRESS LISTED ABOVE.
OTHER BUSINESS AND DIRECTOR NOMINATIONS
At the time of the preparation of this Proxy Statement, Fleetwood's Board of
Directors had not been informed of any other matters which would be presented
for action at the Annual Meeting. If any other matters are properly presented,
the persons named in the accompanying form of Proxy will vote or refrain from
voting in accordance with their best judgment.
Fleetwood's Bylaws require that, for other business to be properly brought
before an annual meeting by a shareholder, the Secretary must have received
written notice thereof not less than 60 nor more than 90 days prior to the
annual meeting (or not later than 10 days after public disclosure of the annual
meeting if such disclosure occurs less than 70 days prior to the date of such
annual meeting). The Notice must set forth (a) a brief description of the
business proposed to be brought before the annual meeting and the reasons for
conducting such business, (b) the shareholder's name and address, and the
number of shares of Common Stock represented, and (c) any material interest of
the shareholder in such business.
Fleetwood's Bylaws also require that the Secretary must receive written
notice of all persons to be nominated as a director at an annual meeting, other
than nominations made at the direction of the Board of Directors, not less than
60 nor more than 90 days prior to the annual meeting at which the election will
take place (or not later than 10 days after public disclosure of such meeting
if such disclosure occurs less than 70 days prior to the date of such meeting).
The notice must set forth (a) the shareholder's name and address, and the
number of shares of Common Stock represented, (b) such information with respect
to the nominee as would have to be included in the Proxy Statement if such
person were a nominee included in that Statement, and (c) a consent to serve as
director signed by such nominee.
1996 SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1996 Annual Meeting
must be received by March 21, 1996 if they are to be considered for inclusion
in the Proxy Statement. Such proposals should be addressed to the Secretary.
By Order of the Board of Directors
William H. Lear
Secretary
Dated: July 19, 1995
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PROXY
FLEETWOOD ENTERPRISES,INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints John C. Crean
and Glenn F. Kummer, or either of them, proxies with full power of substitution,
to vote all shares of Common Stock of Fleetwood Enterprises, Inc. which the
undersigned is entitled to vote at the Annual Meeting of Shareholders to be held
on Tuesday, September 12, 1995, and at any adjournment thereof, to elect
Directors and to act in their discretion on all matters incident to the conduct
of the meeting and upon all other business as may properly come before the
meeting or any adjournment thereof.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INDICATED INSTRUCTIONS.
HOWEVER, IF NO INSTRUCTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION
OF THE TWO (2) NOMINEES LISTED ON THE REVERSE SIDE.
(CONTINUED AND TO BE SIGNED, ON THE REVERSE SIDE)
[SEE REVERSE SIDE]
================================================================================
[X] Please mark votes as in this example.
1. Election of Directors
Nominees: John C. Crean and William W. Weide
FOR [_] WITHHELD[_]
[_] ___________________________________
For both nominees except as noted above
MARK HERE MARK HERE
FOR ADDRESS IF YOU PLAN
CHANGE AND TO ATTEND
NOTE AT LEFT[_] THE MEETING [_]
The undersigned acknowledges
receipt of the Notice of Annual
Meeting of Shareholders and Proxy
Statement dated July 19, 1995.
Please sign exactly as name
appears. Joint owners should each
sign. Trustees and others acting
in a representative capacity
should indicate the capacity in
which they sign.
Signature:______________ Date____
Signature:______________ Date____
