<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(MARK ONE) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
[X] OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended April 30, 1995
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ________ to ________
COMMISSION FILE NUMBER 1-7699
FLEETWOOD ENTERPRISES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-1948322
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
3125 MYERS STREET, RIVERSIDE, CALIFORNIA 92503-5527
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (909) 351-3500
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- ------------------------
<S> <C>
COMMON STOCK, $1 PAR VALUE NEW YORK STOCK EXCHANGE, INC.
PACIFIC STOCK EXCHANGE, INC.
PREFERRED SHARE PURCHASE RIGHTS NEW YORK STOCK EXCHANGE, INC.
PACIFIC STOCK EXCHANGE, INC.
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
(TITLE OF CLASS)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.
YES X NO
--- ---
AGGREGATE MARKET VALUE OF COMMON STOCK HELD BY NON-AFFILIATES ON JUNE 26,
1995: $770,234,000 (37,572,384 SHARES AT CLOSING PRICE ON NEW YORK STOCK
EXCHANGE OF $20.50). FOR THIS PURPOSE ALL SHARES HELD BY OFFICERS AND DIRECTORS
ARE CONSIDERED TO BE HELD BY AFFILIATES, BUT NEITHER THE REGISTRANT NOR SUCH
PERSONS CONCEDE THAT THEY ARE AFFILIATES OF THE REGISTRANT.
COMMON STOCK OUTSTANDING ON JUNE 26, 1995: 46,061,542 SHARES
DOCUMENTS INCORPORATED BY REFERENCE:
THE COMPANY'S PROXY STATEMENT WITH RESPECT TO ITS 1995 ANNUAL MEETING.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
PAGE
REFERENCE
---------
<C> <S> <C>
(a) Financial Statements
(1) Financial Statements included in Part II of this report:
Report of Independent Public Accountants 16
Consolidated Statements of Income for each of the three
years in the period ended April 30, 1995 17
Consolidated Balance Sheets at April 30, 1995 and April 24,
1994 18
Consolidated Statements of Cash Flows for each of the three
years in the period ended April 30, 1995 19
Consolidated Statements of Changes in Shareholders' Equity
for each of the three years in the period ended April 30,
1995 20
Notes to Consolidated Financial Statements 21
(2) Financial Statement Schedules
Financial statement schedules not filed have been omitted
for the reason that the required information is shown in
the financial statements or notes thereto, the amounts in-
volved are not significant, or the required matter is not
present.
(3) Exhibits and Index to Exhibits:
3. (a) Restated Certificate of Incorporation.*
(b) Amendment to Restated Certificate of Incorpora-
tion.**
(c) Restated Bylaws of the Company.**
4. (a) Rights Agreement dated November 10, 1988, between
the Company and the First National Bank of Boston
used in connection with a stockholder rights
plan.***
(b) Certificate of Designation, Preferences and Rights
of Series A Junior Participating Preferred Stock
filed November 23, 1988.***
9. Not applicable.
10. Material contracts.****
(a) Form of employment agreement between the Company
and each of its officers.
(b) Amended and Restated Deferred Compensation Plan.
(c) Amended and Restated Supplemental Benefit Plan.
(d) Long-term Incentive Compensation Plan.
(d)(1) Amended and Restated Long-Term Incentive Com-
pensation Plan.
(e) 1982 Stock Option Plan.
(f) Amended and Restated Benefit Restoration Plan.
(g) Dividend Equivalent Plan.
(h) The 1992 Stock-Based Incentive Compensation Plan.
(i) The 1992 Non-Employee Director Stock Option Plan.
(j) Senior Executive Incentive Compensation Plan.
11. Not applicable.
12. Not applicable.
13. Not applicable.
18. Not applicable.
19. Not applicable.
21. Subsidiaries of the Registrant.
22. Not applicable.
23. Consent of independent public accountants.
</TABLE>
33
<PAGE>
<TABLE>
<C> <S>
24. Not applicable.
27. Financial Data Schedule.
(b) Reports on Form 8-K
</TABLE>
No reports on Form 8-K were filed during the fourth quarter of the year
ended April 30, 1995.
--------
* The Restated Certificate of Incorporation of the Company was filed with the
Company's 10-K Annual Report for the year ended April 28, 1985, and by this
reference is incorporated herein.
** The Amendment to the Restated Certificate of Incorporation and the Restated
Bylaws of the Company, both of which were adopted during fiscal 1987, were
filed with the Company's 10-K Annual Report for the year ended April 26,
1987, and by this reference are incorporated herein.
*** The rights agreement and exhibits used in connection with the Company's
stockholder rights plan were filed with the Company's report on Form 8-K on
November 10, 1988, and by this reference are incorporated herein.
**** Item 10(a) listed above under "Material Contracts", which was amended
effective April 27, 1992, was filed with the Company's 10-K Annual Report
for the year ended April 26, 1992, and by this reference is incorporated
herein. Items 10(b), 10(c) and 10(f) were amended during fiscal year 1995,
and are included herewith. Item 10(d), which was adopted in fiscal year
1988 and amended during fiscal year 1990, was filed with the Company's 10-K
Annual Report for the year ended April 29, 1990, and by this reference is
incorporated herein. This plan document has continuing applicability
through fiscal year 1995. Item 10(d)(1), the Amended and Restated Long-Term
Incentive Plan applicable to award periods ending after fiscal year 1995,
was adopted by the Board of Directors during fiscal year 1994 and approved
by the shareholders at the 1994 Annual Meeting of Shareholders. This
document was filed with the Company's 10-K Annual Report for the year ended
April 24, 1994, and by this reference is incorporated herein. Item 10(e),
amended and restated as of June 9, 1987, was filed with the Company's 10-K
Annual Report for the year ended April 26, 1987, and by this reference is
incorporated herein. Item 10(g), adopted during fiscal 1990, was filed with
the Company's 10-K Annual Report for the year ended April 29, 1990, and by
this reference is incorporated herein. Items 10(h) and 10(i), adopted on
June 9, 1992 and approved by shareholders at the Company's Annual Meeting
in September 1992, were filed with the Company's 10-K Annual Report for the
year ended April 26, 1992, and by this reference are incorporated herein.
Item 10(j), which was adopted by the Compensation Committee of the Board of
Directors during fiscal year 1994 and ratified by the Board of Directors
thereafter, was approved by the shareholders at the 1994 Annual Meeting of
Shareholders. This document was filed with the Company's 10-K Annual Report
for the year ended April 24, 1994, and by this reference is incorporated
herein.
34
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
Fleetwood Enterprises, Inc.
Registrant
Paul M. Bingham
By___________________________________
PAUL M. BINGHAM
FINANCIAL VICE PRESIDENT
DATE: JULY 7, 1995
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
--------- ----- ----
John C. Crean Chairman of the July 7, 1995
------------------------------------- Board and Chief
JOHN C. CREAN Executive Officer
Glenn F. Kummer President, Chief July 7, 1995
------------------------------------- Operating Officer
GLENN F. KUMMER and Director
Paul M. Bingham Chief Financial July 7, 1995
------------------------------------- Officer and Principal
PAUL M. BINGHAM Accounting Officer
Douglas M. Lawson Director July 7, 1995
-------------------------------------
DOUGLAS M. LAWSON
Walter F. Beran Director July 7, 1995
-------------------------------------
WALTER F. BERAN
Thomas A. Fuentes Director July 7, 1995
-------------------------------------
THOMAS A. FUENTES
James L. Doti Director July 7, 1995
-------------------------------------
JAMES L. DOTI
35
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> APR-30-1995
<PERIOD-END> APR-30-1995
<CASH> 40,560
<SECURITIES> 157,685
<RECEIVABLES> 537,236
<ALLOWANCES> 20,626
<INVENTORY> 215,293
<CURRENT-ASSETS> 0<F1>
<PP&E> 406,915
<DEPRECIATION> 143,807
<TOTAL-ASSETS> 1,345,060
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
<COMMON> 46,062
0
0
<OTHER-SE> 562,081
<TOTAL-LIABILITY-AND-EQUITY> 1,345,060
<SALES> 2,807,862
<TOTAL-REVENUES> 2,855,674
<CGS> 2,287,880
<TOTAL-COSTS> 2,718,778
<OTHER-EXPENSES> 700
<LOSS-PROVISION> 6,001
<INTEREST-EXPENSE> 4,048
<INCOME-PRETAX> 142,114
<INCOME-TAX> 58,286
<INCOME-CONTINUING> 84,633
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 84,633
<EPS-PRIMARY> 1.82
<EPS-DILUTED> 1.82
<FN>
<F1>Amounts for current assets and current liabilities are not shown since
balance sheet is presented in nonclassified format.
</FN>
</TABLE>
